The authorized capital of the joint-stock company can be increased. Increase of the authorized capital of a joint-stock company at the expense of property. Income tax
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The authorized capital (hereinafter - the Criminal Code) is the amount fixed in the constituent documents of the organization that have passed state registration. The Criminal Code determines the minimum size of the property of a legal entity that guarantees the interests of its creditors.
Authorized capital of a joint stock company
According to Art. 99 of the Civil Code of the Russian Federation, the authorized capital of a joint-stock company (JSC) is made up of the par value of the company's shares acquired by shareholders. The release of a shareholder from the obligation to pay for the shares of the company is not allowed.In accordance with Art. 34 of the Federal Law of 26.12.95, No. 208-FZ "On Joint Stock Companies" (hereinafter - Law No. 208-FZ) payment for shares distributed among the founders of the company at its establishment, additional shares placed by subscription can be carried out in money, valuable securities, other things or property rights or other rights that have a monetary value. The form of payment for shares is determined by the agreement on the creation of the company, additional shares - by the decision on their placement.
It is impossible to conduct an open subscription to the company's shares until the authorized capital is paid in full.
When establishing a joint-stock company, all of its shares must be distributed among the founders.
An increase in the authorized capital of a joint-stock company is governed by the norms of Art. 100 of the Civil Code of the Russian Federation and Law No. 208-FZ.
A JSC has the right to increase its authorized capital by increasing the par value of shares or by issuing additional shares. An increase in the charter capital of a joint-stock company is allowed after its full payment (Art. 100 of the Civil Code of the Russian Federation, Art. 28 of Law No. 208-FZ).
An increase in the authorized capital by placing additional shares can be carried out at the expense of the company's property. An increase in the authorized capital by increasing the par value of shares is made only at the expense of the company's property (subparagraphs 1 and 5 of article 28 of Law No. 208-FZ).
Amendments and additions to the charter of a company, including changes related to an increase in the charter capital, are made based on the results of the placement of shares on the basis of a decision of the general meeting of shareholders to increase the charter capital of the company or a decision of the board of directors (supervisory board) of the company, if in accordance with the charter society, the latter has the right to make such a decision (clause 2 of article 12 of Law No. 208-FZ).
Changes and additions made to the charter of the company are subject to state registration in the manner prescribed by Art. 13 of Law No. 208-FZ.
The authorized capital of a limited liability company
Based on Art. 14 of the Federal Law of 8.02.98, No. 14-FZ "On Limited Liability Companies" (hereinafter referred to as Law No. 14-FZ), the authorized capital of an LLC is made up of the nominal value of the shares of its participants. The size of the authorized capital of the company must be at least 10,000 rubles. The amount of the authorized capital and the par value of the shares of the LLC participants are determined in rubles.Each founder of the company must pay in full his share in the authorized capital within the period determined by the agreement on the foundation of the company, or in the case of the foundation of the company by one person, the decision on the foundation of the company. The term of such payment should not exceed four months from the date of state registration of the company. In this case, the share of each founder of the LLC can be paid at a price not lower than its nominal value (Article 16 of Law No. 14-FZ).
It is not allowed to release the founder of the company from the obligation to pay for a share in its authorized capital.
In case of incomplete payment of the share in the authorized capital within the period determined in accordance with paragraph 1 of Art. 16 of Law No. 14-FZ, the unpaid part of the share goes to the company. This part of the share of the LLC must be implemented in the manner and terms established by Art. 24 of Law No. 14-FZ.
An increase in the charter capital of a company can be achieved at the expense of the company's property, and (or) at the expense of additional contributions of the company's participants, and (or), if it is not prohibited by its charter, at the expense of contributions of third parties accepted into the company (Article 17 of Law No. 14 -FZ).
The fact of the decision of the general meeting of participants to increase the authorized capital and the composition of the company's participants present at the adoption of this decision must be confirmed by notarization (clause 3 of article 17 of Law No. 14-FZ).
Increase in the authorized capital of a JSC due to additional contributions of participants (shareholders)
1. Operation to increase the authorized capital by issuing additional shares.
- Accounting
Sub-accounts and analytical accounts are opened for account 80 in order to ensure the fixation of information on the founders of the company, types of shares and stages of formation of the authorized capital.
To account for settlements with founders, account 75 "Settlements with founders" is provided. Analytical accounting for it is maintained for each founder, except for accounting for settlements with shareholders - owners of bearer shares.
- Income tax
Example 1
The authorized capital of the JSC is 3,500,000 rubles. and consists of 100 ordinary shares with a par value of 3,500 rubles. each one. To raise additional funds, the Board of Directors made a decision to increase the authorized capital by 500,000 rubles.
The following entries will be made in the company's accounting records:
Debit 75, subaccount 1 "Settlements for contributions to the authorized capital", Credit 80, subaccount 1 "Declared capital" - 500,000 rubles. - reflects the debts of the founders on contributions to the authorized capital after state registration of changes in the constituent documents;
Debit 80, subaccount 1 "Declared capital", Credit 80, subaccount 2 "Subscribed capital" - 500,000 rubles. - reflects the results of subscription to shares;
Debit 51 "Settlement account", Credit 75, subaccount 1 "Settlements on contributions to the authorized capital" - 500,000 rubles. - funds were transferred to the current account as payment for additionally placed shares;
Debit 80, subaccount 2 "Subscribed capital", Credit 80, subaccount 3 "Paid up capital" - 500,000 rubles. - the amount of the paid-up capital is reflected.
2. Operations to increase the authorized capital of an LLC through additional contributions in cash and fixed assets.
- Accounting
Monetary and fixed assets received as a contribution to the authorized capital are not recognized as income for accounting purposes (clause 2 of the Accounting Regulations "Income of the organization" (PBU 9/99), approved by order of the Ministry of Finance of Russia dated May 6, 1999 No. 32n).
Fixed assets are accepted for accounting at their original cost (clause 7 of the Accounting Regulations "Accounting for Fixed Assets" (PBU 6/01), approved by order of the Ministry of Finance of Russia dated March 30, 2001, No. 26n).
The initial value of fixed assets contributed to the account of a contribution to the authorized (pooled) capital is recognized as their monetary value, agreed upon by the founders (participants) of the organization (clause 9 of PBU 6/01).
The amount of VAT recovered by the participant during the transfer of the fixed asset and indicated in the documents that formalize the transfer of the contribution to the authorized capital is related to the increase in the additional capital (letters of the Ministry of Finance of Russia dated 19.12.06, No. 07-05-06 / 302, Federal Tax Service of Russia for . Moscow from 4.07.07, No. 19-11 / 063175).
When transferring a fixed asset as a contribution to the Criminal Code, a member of the company is obliged to restore the amount of VAT previously accepted by him for deduction on this fixed asset, in proportion to its residual (book) value, excluding revaluation (clauses 1 clause 3 of Article 170 of the Tax Code of the Russian Federation ). The specified amount of VAT is subject to tax deduction from an organization accepting a contribution to the authorized capital, subject to the acceptance of this fixed asset for accounting and its use to carry out operations recognized as objects of VAT taxation (paragraph 3, clause 1, clause 3, article 170, clause 11, Art. 171, Clause 8, Art. 172 of the Tax Code of the Russian Federation).
- Corporate income tax
The fixed asset received as a contribution to the authorized capital is depreciable property and is taken into account at the residual value, which is determined according to the tax accounting data of the transferring party on the date of transfer of ownership of this fixed asset (clause 1 of article 256, clause 1 Article 277 of the Tax Code of the Russian Federation).
Example 2
The authorized capital of the LLC is increased by 1,000,000 rubles. due to additional contributions from participants. As a contribution to the MC, the first participant (legal entity) transfers a fixed asset, the monetary value of which, agreed by the participants and confirmed by an independent appraiser, is 500,000 rubles, the second participant (an individual) contributes funds in the amount of 500,000 rubles. The share of each participant is 50% of the authorized capital. The nominal value of each participant's share increases by the amount of his additional contribution (500,000 rubles). According to accounting and tax accounting data, the residual value of the transferring party's fixed assets is 500,000 rubles. The amount of VAT recovered by the participant during the transfer of the fixed asset is 90,000 rubles. This amount is not recognized as a contribution to the authorized capital of the LLC. The organization uses the accrual method for profit tax purposes.
In the accounting of the organization, an increase in the authorized capital due to additional contributions of participants (contributed by cash and the transfer of fixed assets) must be reflected as follows (Table 1).
| Table 1. Accounting in the LLC for an increase in the authorized capital due to additional contributions of participants | ||||
| Debit | Credit | Amount, rub. | Primary document | Content of operations |
| 08 | 75–1 | 500 000 | The decision of the general meeting of the company's participants, | Fixed asset received from the first participant as a contribution to the MC |
| 19–1 | 83 | 90 000 | Fixed asset transfer and acceptance certificate | Reflected the amount of VAT recovered by the participant during the transfer of the fixed asset |
| 50 | 75–1 | 500 000 | The decision of the general meeting of members of the company, a cash receipt | Received funds from the second participant as a contribution to the management company |
| 01 | 08 | 500 000 | Fixed asset transfer and acceptance certificate | |
| 68-VAT | 19–1 | 90 000 | Fixed asset transfer and acceptance certificate | Accepted for deduction the amount of VAT restored by the participant during the transfer of the fixed asset |
| 75–1 | 80 | 1 000 000 | Documents confirming the state registration of changes in the constituent documents | Increased authorized capital (RUB 500,000 x 2) |
- Increase of the authorized capital at the expense of the property of the organization
- Increase of the authorized capital due to:
- Corporate income tax
Example 3
The general meeting of the LLC participants decided to increase the authorized capital by 500,000 rubles. by increasing the nominal share of participants at the expense of a part of the retained earnings of the last year. Registration of changes in the charter was made on 10/25/16. On this date, the following entry must be made in the accounting of LLC: Debit 84, Credit 80 - 500,000 rubles. (increased Criminal Code).
Example 4
The meeting of shareholders on November 25, 2016 made a decision to increase the authorized capital of the JSC by the amount of 6,000,000 rubles. by increasing the par value of shares at the expense of additional capital. At the time of the decision, the share premium was RUB 7,800,000. Registration of changes in the charter was made on 5.12.16. On this date, the following entry must be made in the organization's accounting records: Debit 83, Credit 80 - 6,000,000 rubles. (increased Criminal Code).
Increase of the authorized capital through contributions to the authorized capital of the property of third parties
The authorized capital of an LLC can be increased by contributions from third parties accepted into the company (clause 2 of article 17 of Law No. 14-FZ).The procedure for such an increase is established in Art. 19 of Law No. 14-FZ.
The general meeting of the LLC participants may decide to increase the Criminal Code on the basis of a third party's application for accepting it into the company and making a contribution (paragraph 1, clause 2, article 19 of Law No. 14-FZ). Simultaneously with this decision, decisions must be made on the admission of the specified person to the company, amending the charter of the LLC in connection with an increase in the authorized capital, determining the nominal value and size of the third party's share, as well as changing the size of the shares of the company's participants. At the same time, the nominal value of the share, which is acquired by every third person admitted to the company, should not exceed the value of his contribution (paragraph 3, clause 2 of article 19 of Law No. 14-FZ).
The contribution must be made by a third party within 6 months from the date of these decisions (paragraph 5, clause 2, article 19 of Law No. 14-FZ).
Shares in the authorized capital of an LLC can be paid, including in cash (clause 1 of article 15 of Law No. 14-FZ).
If the nominal value of the share of a company participant in its authorized capital, paid for in non-monetary funds, is more than 20,000 rubles, an independent appraiser must be involved in determining the value of this property. The nominal value of the share paid for with such non-monetary funds cannot exceed the amount of the appraisal of the said property determined by an independent appraiser (paragraph 2, clause 2 of article 15 of Law No. 14-FZ).
According to paragraphs 1, 2, paragraph 4 of Art. 12, art. 13 of Law No. 14-FZ, amendments to the charter of an LLC are made by decision of the general meeting of participants in the company and are subject to state registration, which is carried out on the basis of the relevant application of the company in the manner prescribed by Art. 17, 18, 19 of the Federal Law of 08.08.01, No. 129-FZ "On state registration of legal entities and individual entrepreneurs."
The specified application and other documents for state registration of changes in connection with the increase in the authorized capital of the company, the acceptance of a third party in the LLC, the determination of the nominal value and the size of the share of this person and the change in the size of the shares of the LLC participants, as well as documents confirming the full contribution by the third party , must be submitted to the Federal Tax Service of Russia within a month from the date of making a contribution by a third party on the basis of his application (clause 2.1 of article 19 of Law No. 14-FZ, clause 1 of the Regulation on the Federal Tax Service, approved by the decree of the Government of the Russian Federation of 30.09.04 No. 506).
- Accounting
- Value added tax
When transferring a fixed asset as a contribution to the authorized capital, a member of the company is obliged to restore the amount of VAT previously accepted for deduction on this fixed asset, in proportion to its residual (book) value, excluding revaluation (clause 1, clause 3, article 170 of the Tax Code RF).
The VAT amount recovered for payment to the budget is indicated in the documents that formalize the transfer of the fixed asset. This amount of VAT is subject to tax deduction from an organization accepting a contribution to the authorized capital, subject to the acceptance of this fixed asset for accounting and its use for carrying out operations recognized as objects of VAT taxation (paragraph 3, clause 1, clause 3, article 170, clause 11, Art. 171, Clause 8, Art. 172 of the Tax Code of the Russian Federation).
An invoice for deduction is not required, and the purchase book records the documents that formalize the transfer of property (clause 14 of the Rules for maintaining a purchase book used in calculating value added tax, approved by Decree of the Government of the Russian Federation of December 26, 11, No. 1137) ...
- Corporate income tax
Example 5
Based on the decision of the general meeting of founders, the LLC increases its authorized capital through the contribution of a third party in the amount of 150,000 rubles. As payment for the deposit, the third party transferred the funds to the settlement account of the organization. In accounting, the operation to increase the authorized capital at the expense of the specified source must be reflected as follows (Table 2).
Example 6(the contribution of a third party to the authorized capital exceeds the par value of the share). The members of the company are two legal entities, each of which owns a 50% share in the authorized capital. The authorized capital before the increase is 300,000 rubles. The nominal value of the share acquired by the third party agreed upon by the participants is equal to 200,000 rubles. According to the accounting and tax accounting data of the transferring party, the residual value of the fixed asset is 250,000 rubles. The cost of the fixed asset contributed towards the payment of the share by a third party, in the opinion of an independent appraiser, is 250,000 rubles. The charter of the LLC does not prohibit the admission of third parties to the company. The amount of VAT recovered by the participant upon the transfer of the fixed asset is 45,000 rubles. This amount is not recognized as a contribution to the authorized capital of the LLC.
Based on the application of a third party (legal entity) about accepting it into the company and making a contribution, if a fixed asset is made as a contribution, the increase in the authorized capital must be reflected in the accounting of LLC as follows (Table 3).
| Table 3. Accounting for an increase in the authorized capital in an LLC, if the contribution is made by a third party as a fixed asset and exceeds the par value of the share | ||||
| Debit | Credit | Amount, rub. | Primary document | Content of operations |
| On the date of receipt of the fixed asset | ||||
| 08 | 75–1 | 250 000 | Received a fixed asset as a contribution to equity capital from a third party | |
| 19 | 83 | 45 000 | Fixed asset transfer and acceptance certificate | Reflected the recovered VAT amount not paid to the Criminal Code upon transfer of the fixed asset to the Criminal Code |
| 01 | 08 | 250 000 | Fixed asset transfer and acceptance certificate | Fixed asset accepted for accounting |
| 19 | 68-VAT | 45 000 | Fixed asset transfer and acceptance certificate | The restored amount of VAT was accepted for deduction upon transfer of the fixed asset to the management company |
| On the date of registration of changes in the charter of the LLC | ||||
| 75–1 | 80 | 200 000 | Certificate of state registration of changes in constituent documents | Increased authorized capital |
| 75–1 | 83 | 50 000 | Accounting reference-calculation | The amount of the excess of the value of the contribution over the par value of the share (250,000 rubles - 200,000 rubles) is attributed to the additional capital. |
(the monetary contribution of a third party to the authorized capital exceeds the par value of the share). The charter of the LLC does not prohibit the admission of third parties to the company. The authorized capital of the company before the increase is 100,000 rubles. The third party's contribution is equal to 250,000 rubles, the par value of the share of this participant is 150,000 rubles.
In the accounting of LLC, an increase in the authorized capital must be reflected as follows (Table 4).
| Table 4. Accounting for an increase in the authorized capital in an LLC, if the monetary contribution of a third party exceeds the par value of the share | ||||
| Debit | Credit | Amount, rub. | Primary Document | Content of operations |
| 51 | 75–1 | 250 000 | The decision of the general meeting of members of the company, bank statement on the current account | Received funds from a third party |
| 75–1 | 80 | 150 000 | Certificate of state registration of changes in | |
| 75–1 | 83 | 100 000 | Accounting reference-calculation | The amount of the excess of the received contribution over the nominal value of the third party's share in the authorized capital is reflected as additional capital (250,000 rubles - 150,000 rubles) |
Increase of the authorized capital by converting bonds into shares of the company
Joint-stock companies have another source of increasing their authorized capital - the placement of equity securities convertible into shares. The corresponding transactions are regulated by Law No. 208-FZ and Federal Law No. 39-FZ dated April 22, 1996 "On the Securities Market" (hereinafter - Law No. 39-FZ).In this case, there are actually two issues of securities: convertible bonds and shares, into which the bonds will be converted.
Note that in accordance with Art. 24 of Law No. 39-FZ, each issue is subject to registration.
In accounting, operations to redeem bonds and convert them into shares should be reflected as follows:
redemption of bonds - Debit 66 "Settlements on short-term loans and borrowings", Credit 76 "Other debtors and creditors"; payment to investors who refused to convert bonds into shares - Debit 76, Credit 51; contributions of investors who have exercised the right to convert, in payment for shares - Debit 76, Credit 75.
After the state registration of changes in the constituent documents of a JSC, related to an increase in the authorized capital by issuing additional shares, which are placed by conversion, for the amount of the increase in the authorized capital, an entry should be made: Debit 75; Credit 80. At the same time, the difference between the par value of the bonds convertible into shares and the par value of the shares placed by conversion is charged to the additional capital: Debit 75; Credit 83 "Additional capital".
- Corporate income tax
Example 8
The joint-stock company issued interest-bearing bonds convertible into shares with a par value of RUB 1,500. in the amount of 10,000 pcs. in the amount of 15 million rubles. The bonds have a maturity period of 2 years, the maturity date is September 15, 2016. In accordance with the terms of the issue, investors have the right to redeem the issued bonds by converting them into shares. One bond with a par value of RUB 1,500. converted into one ordinary share with a par value of RUB 1200. As of September 15, 2016, these bonds are on account 66 "Settlements for short-term loans and borrowings". Holders of 7,500 bonds used the conversion right. Changes in the charter were registered on 10/25/16.
The following entries will be made in the accounting records of JSC (Table 5).
| Table 5. Accounting in a JSC for an increase in the authorized capital by converting bonds into shares of the company | |||
| Debit | Credit | Amount, rub. | Content of operations |
| As of the maturity date of the bonds (15.09.16) | |||
| 66 | 76 | 15 000 000 | Bonds redeemed (RUB 10,000 x RUB 1,500) |
| 76 | 51 | 3 750 000 | Funds paid to investors (RUB 2,500 x RUB 1,500) |
| 76 | 75–1 | 11 250 000 | Converted bonds into shares (RUB 7,500 x RUB 1,500) |
| As of the date of registration of changes in the charter (10/25/16) | |||
| 75–1 | 80 | 9 000 000 | The authorized capital was increased (RUB 7,500 x RUB 1,200) |
| 75–1 | 83 | 2 250 000 | The difference between the selling and par value of shares (11,250,000 rubles - 9,000,000 rubles) is included in the additional capital. |
How to increase the authorized capital in a joint stock company?
Increase in the authorized capital of JSC. How to formalize and reflect in accounting and taxation of an increase in the authorized capital in a joint-stock company?
Question: There is a recently opened joint-stock company with 100,000 rubles worth of shares owned by one individual. So far, the joint-stock company does not carry out any activity. How can it be done so that the shares of the joint-stock company are worth 500 million rubles?
Answer: The organization should make an additional issue of shares - increase the authorized capital.
See the answer file information on how to do this.
Justification
How to register and reflect in accounting and taxation an increase in the authorized capital due to the additional placement of shares in a joint-stock company
By decision of shareholders (sole shareholder), the authorized capital of a joint-stock company may be increased by placing additional shares at the expense of:
- shareholders' funds;
- the company's own property.
Placement at the expense of shareholders
At the expense of shareholders, additional shares are placed by subscription.
Subscription can be:
- open (in which shares are issued for free sale and can be purchased by an unlimited number of persons);
- closed (when shares are placed only among shareholders or a predetermined circle of persons).
Public joint stock companies are entitled to use both subscription options. At the same time, the possibility of holding a closed subscription may be limited by the company's charter or legislation.
Non-public joint stock companies are allowed to place shares only by private subscription.
Additional shares placed by subscription can be paid for:
- money;
- securities;
- other property;
- property rights;
- other rights that have a monetary value;
- by offsetting monetary claims against the company (in relation to shares placed through private subscription).
The charter of the company may limit the types of property with which additional shares are paid.
The form of payment for additional shares is determined in the decision on their placement.
The price of payment for additional shares placed by subscription is determined by the board of directors (supervisory board) of the company in accordance with the provisions of the Law of December 26, 1995 No. 208-FZ. It must not be lower than the par value of the shares (i.e., it can exceed it or be equal).
When placing additional shares through an intermediary, his remuneration should not exceed 10 percent of the share placement price (clause 2 of article 36 of the Law of December 26, 1995 No. 208-FZ).
Pre-emptive right to purchase
The additionally placed shares must first of all be offered for purchase to the shareholders of the company. Because they have the preemptive right to purchase shares within a certain period. In this case, the price of the placement of shares for them can be reduced, but not more than by 10 percent of the price of the placement of shares to other persons. At the end of the validity period of the shareholders' preemptive right, shares may be offered to other persons. The procedure for determining the term of the shareholders' preemptive right to acquire shares is established by Law No. 208-FZ of December 26, 1995.
Payment by property of shareholders
The property contributed by shareholders as payment for additional shares needs to be assessed. This must be done by the board of directors (supervisory board) of the company. An independent appraiser is involved in assessing the market value of the property being contributed. The board of directors (supervisory board) has the right to determine the value of the contributed property not higher than the assessment of an independent expert (that is, lower or in the same amount).
Sources of increasing the authorized capital at the expense of property can be:
- additional capital of the company;
- balances of the company's special-purpose funds based on the results of the previous year (except for the reserve fund and the fund for corporatization of employees of the organization);
- retained earnings of previous years.
The amount by which the authorized capital is increased should not exceed the difference between the value of net assets and the amount of the authorized capital and the organization's reserve fund. For the calculation, the data of the accounting statements (the deadline for which has come) for the last quarter preceding the date of submission of documents for state registration of the additional issue of shares are used.
If the charter of a company does not contain mandatory provisions on declared shares, then a decision to increase the charter capital may be made:
- by the general meeting of shareholders (the sole founder (shareholder)) - simultaneously with the decision to amend the charter of amendments concerning the authorized shares;
- by the board of directors (supervisory board) - only after a decision has been made to introduce provisions on declared shares into the company's charter.
Such requirements are given in paragraph 2 of paragraph 3 of Article 28 of the Law of December 26, 1995 No. 208-FZ.
As a result of the placement of additional shares, the authorized capital of the company is increased by the amount of the par value of the placed additional shares. In this case, the number of authorized shares is reduced by the number of additionally placed shares of certain categories and types.
Grounds for amending the charter
Based on the results of the placement of additional shares, it is necessary to amend the charter of the company. The reason for this is:
- the decision of the general meeting of shareholders (the sole founder (shareholder)) or the decision of the board of directors (supervisory board) to increase the authorized capital of the company;
- a registered report on the results of the issue of shares;
- an extract from the State Register of Issued Securities (if the state registration of the report on the results of the issue of shares is not provided for by the legislation).
The list of documents that must be submitted for registration of amendments to the charter, and the requirements for their execution are given in the Law of August 8, 2001 No. 129-FZ.
For the state registration of changes in the charter, you need to pay a state fee (, sub., Clause 1 of article 333.33 of the Tax Code of the Russian Federation). Its dimensions are shown in the table.
State registration of additional issue of shares
Additional issue of shares is subject to state registration. The decision on the issue of securities must be approved no later than six months from the date of the decision on their placement.
The organization must submit documents for registration no later than three months from the date of approval of the release decision. If the state registration of an additional issue of shares is accompanied by the registration of a securities prospectus, documents must be submitted within one month from the date of approval of this prospectus.
Report on the results of the issue of securities
After the additional placement of shares, it is necessary to register a report on the results of the issue of securities. This must be done no later than 30 days after the end of the period for the placement of shares, which is specified in the decision on the issue of securities. If the shares were placed before the expiration of this period, then register the report no later than 30 days after the placement of the last share of the additional issue (clause 8.1 of the regulation on standards of the Bank of Russia No. 428-P dated August 11, 2014).
The documents required for state registration of the report on the results of the issue of securities, and the requirements for their registration are given in clauses 8.7-8.11 of the regulation on standards of the Bank of Russia dated August 11, 2014 No. 428-P.
For the state registration of the report on the results of the issue of securities, you must pay the state duty (subparagraph 53 of paragraph 1 of article 333.33 of the Tax Code of the Russian Federation). Its dimensions are shown in the table.
Accounting
In accounting, reflect the increase in the size of the authorized capital on the date of state registration of the changes made to the charter of the organization. This is due to the fact that the amount of the authorized capital reflected in the accounting must correspond to its size recorded in the constituent documents of the organization (letter of the Ministry of Finance of Russia dated March 21, 2007 No. 07-05-12 / 03).
As of the date of the decision on the placement of the additional issue of shares, no entries in the accounting are required.
To reflect the size of the authorized capital of the organization, use account 80 "Authorized capital", to account for settlements with shareholders - special subaccount 75-1 "Settlements for contributions to the authorized (pooled) capital".
Consider the property that shareholders contribute as payment for additional shares at the value determined by the board of directors (clause 3 of article 34 of Law 208-FZ, clause 8 of PBU 5/01, clause 9 of PBU 6/01, clause 11 of PBU 14 / 2007, clause 12 PBU 19/02).
When placing additional shares at the expense of shareholders, make the following entries in the accounting:
Debit 51 (50, 08, 10) Credit 75-1
- funds (other property) were received from shareholders as payment for shares of the additional issue;
Debit 75 - 1 Credit 80
- an increase in the authorized capital at the expense of shareholders is reflected (as of the date of state registration of changes in the organization's charter).
If the actual price of the placed shares exceeds their par value, the organization will generate share premium. To reflect the amount of the difference between the actual value of the placement of shares and their par value, use a special sub-account 83-1 "Share premium" (Instruction to the Chart of Accounts). For the amount of the difference, make an entry in the accounting:
Debit 75-1 Credit 83
- reflected the excess of the actual cost of the placement of shares over their par value.
An example of an increase in the authorized capital of an organization through an additional issue of shares at the expense of shareholders. Additional shares were paid for in cash at a price equal to their par value
The General Meeting of Shareholders of JSC Alpha made a decision to increase the authorized capital by additional issue of shares at the expense of shareholders.
All shares are distributed by private subscription among shareholders at a price equal to their par value.
The Company places 1,000 ordinary shares with a par value of 200 rubles. per share. Shares are placed at a price of 200 rubles.
Shareholders pay for additional shares in cash.
- 400 rubles. ((1000 pcs.? 200 rubles)? 0.2%) - for registration of an additional issue of shares placed by subscription and a report on the results of the issue;
Debit 51 Credit 75-1
- 200,000 rubles. (1000 pcs.? 200 rubles) - funds were received from shareholders as payment for shares of the additional issue.
- 400 rubles. - paid state duty to the budget.
- 400 rubles. - the cost of the state duty is attributed to other expenses.
Debit 68 subaccount "State duty" Credit 51
Debit 91-2 Credit 68 subaccount "State duty"
Debit 75 - 1 Credit 80
- 200,000 rubles. - the increase in the authorized capital of the organization is reflected.
An example of an increase in the authorized capital of an organization through an additional issue of shares at the expense of shareholders. Additional shares are paid for in cash at a price that exceeds their par value
The Public Joint Stock Company "Production Firm" Master "has made a decision to increase the authorized capital by 500,000 rubles. by additional issue of 250 ordinary shares with a par value of 2,000 rubles. per share.
The share placement price by open subscription is RUB 2,100. per share.
The organization paid the state duty in the following amounts:
- 1000 rubles. ((250 pcs.? 2000 rubles)? 0.2%) - for registration of an additional issue of shares placed by subscription, and a report on the results of the issue;
- 800 rubles. - for registration of changes in the charter.
The "Master" accountant made the following entries in the accounting.
As of the date of receipt of money from shareholders:
Debit 51 Credit 75-1
- 525,000 rubles. (250 pcs.? 2100 rubles) - funds were received from shareholders as payment for additional shares.
As of the date of payment of the state duty for registration of an additional issue of shares and a report on the results of the issue:
Debit 68 subaccount "State duty" Credit 51
- 1000 rubles. - paid state duty to the budget.
As of the date of receipt of the notice of state registration of the additional issue of shares and the report on the results of the issue:
Debit 91-2 Credit 68 subaccount "State duty"
- 1000 rubles. - the cost of the state duty is attributed to other expenses.
On the date of payment of the state duty for registering changes in the charter:
Debit 68 subaccount "State duty" Credit 51
- 800 rubles. - paid state duty to the budget.
As of the date of receipt of the certificate of state registration of changes in the charter:
Debit 91-2 Credit 68 subaccount "State duty"
- 800 rubles. - the cost of the state duty is attributed to other expenses;
Debit 75 - 1 Credit 80
- RUB 500,000 (250 pcs.? 2000 rubles) - the increase in the authorized capital is reflected;
Debit 75-1 Credit 83
- RUB 25,000 (525,000 rubles - 500,000 rubles) - the excess of the actual cost of the placement of shares over their par value is reflected.
The increase in the authorized capital at the expense of the organization's own property is reflected in the following entries:
Debit 83 Credit 80
- the increase in the authorized capital at the expense of the additional capital of the organization is reflected;
Debit 84 Credit 80
- reflected an increase in the authorized capital at the expense of retained earnings of previous years.
An example of an increase in the authorized capital by additional issue of shares at the expense of the organization's own property (retained earnings of previous years)
The general meeting of shareholders of Alfa JSC made a decision to increase the authorized capital through an additional issue of shares at the expense of the organization's own property - retained earnings of previous years.
All additional shares are distributed among shareholders in proportion to the number of shares held by each of them.
The Company places 2,000 ordinary shares with a par value of 100 rubles. per share.
The organization paid the state duty in the following amounts:
- 20,000 rubles. - for registration of an additional issue of shares and a report on the results of the issue;
- 800 rubles. - for registration of changes in the charter.
Alpha's accountant made the following entries in the accounting.
As of the date of payment of the state duty for registration of an additional issue of shares and a report on the results of the issue:
Debit 68 subaccount "State duty" Credit 51
- 20,000 rubles. - paid state duty to the budget.
As of the date of receipt of the notice of state registration of the additional issue of shares and the report on the results of the issue:
Debit 91-2 Credit 68 subaccount "State duty"
- 20,000 rubles. - the cost of the state duty is attributed to other expenses.
On the date of payment of the state duty for registering changes in the charter:
Debit 68 subaccount "State duty" Credit 51
- 800 rubles. - paid state duty to the budget.
As of the date of receipt of the certificate of state registration of changes in the charter:
Debit 91-2 Credit 68 subaccount "State duty"
- 800 rubles. - the cost of the state duty is attributed to other expenses;
Debit 84 Credit 80
- 200,000 rubles. (2000 pcs.? 100 rubles) - the increase in the authorized capital due to retained earnings of previous years is reflected.
State duty for registration of changes in the charter, additional issue of shares and the report on the results of the issue should be included in other expenses (clause 11 of PBU 10/99). For the amount of the paid state duty, make the following entries in the account:
Debit 68 subaccount "State duty" Credit 51
- the state duty was transferred to the budget;
Debit 91-2 Credit 68 subaccount "State duty"
- the cost of the state duty is attributed to other expenses.
The procedure for accounting for an increase in the authorized capital due to an additional placement of shares when calculating taxes depends on the taxation system used by the organization.
Alexander Sorokin answers,
Deputy Head of the Operational Control Directorate of the Federal Tax Service of Russia
“CCP should be used only in cases where the seller provides the buyer, including his employees, with a deferral or installment plan to pay for their goods, works, services. These cases, according to the Federal Tax Service, relate to the provision and repayment of a loan to pay for goods, works, services. If an organization issues a cash loan, receives a return of such a loan, or receives and returns a loan itself, do not use the cashier. When exactly you need to punch a check, see
The JSC had one shareholder. The second shareholder enters and contributes funds to the authorized capital. What goes first, the decision on the participation of the second shareholder or the registration of the cash contribution?
Answer
Initially, a decision is made to increase the authorized capital of a JSC by placing additional shares, which are paid for by a third party.
After that, the shares are paid for and the additional issue is registered (see the recommendation below).
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A non-public JSC has the right to carry out an additional issue of shares only by closed subscription (;). PJSC has the right to conduct both open and closed subscription for shares of the additional issue.
Decision to increase the authorized capital
Regardless of the funds used to place additional shares, the decision to increase the authorized capital of the company by placing additional shares is made by:
- general meeting of shareholders (the decision is made by a majority of votes);
- the board of directors (supervisory board) of the company (if provided for by the charter) (the decision is taken unanimously);
- the only founder (shareholder) (if the company has one founder (shareholder)).
In some cases, shares can be placed only by a decision of the general meeting of shareholders, adopted by a majority of 3/4 of votes of shareholders - owners of voting shares participating in the general meeting (unless a different ratio is established by the charter). Such cases include placement:
- additional shares by private subscription;
- ordinary shares (constituting more than 25% of previously placed ordinary shares) by open subscription.
If the charter of a company does not contain mandatory provisions on declared shares, then a decision to increase the charter capital may be made:
- by the general meeting of shareholders (the sole founder (shareholder)) - simultaneously with the decision to amend the charter of amendments concerning the authorized shares;
- by the board of directors (supervisory board) - only after a decision has been made to introduce provisions on declared shares into the company's charter.
As a result of the placement of additional shares, the authorized capital of the company is increased by the amount of the par value of the placed additional shares. In this case, the number of authorized shares is reduced by the number of additionally placed shares of certain categories and types.
Grounds for amending the charter
Based on the results of the placement of additional shares, it is necessary to amend the charter of the company. The reason for this is:
- the decision of the general meeting of shareholders (the sole founder (shareholder)) or the decision of the board of directors (supervisory board) to increase the authorized capital of the company;
- a registered report on the results of the issue of shares;
- an extract from the State Register of Issued Securities (if the state registration of the report on the results of the issue of shares is not provided for by the legislation).
The composition of the documents that must be submitted for registration of changes to the charter, and the requirements for their execution are given in the Law of August 8, 2001 No. 129-FZ *.
For the state registration of changes in the charter, you need to pay a state fee (, sub., Clause 1 of article 333.33 of the Tax Code of the Russian Federation). Its dimensions are given in.
State registration of additional issue of shares
Additional issue of shares is subject to state registration. The decision on the issue of securities must be approved no later than six months from the date of the decision on their placement.
The organization must submit documents for registration no later than three months from the date of approval of the release decision. If the state registration of an additional issue of shares is accompanied by the registration of a securities prospectus, documents must be submitted within one month from the date of approval of this prospectus.
Joint-stock companies can increase the authorized capital in just two ways. Moreover, each method requires additional emission. In this material, I would like to reveal a way to increase the authorized capital of a JSC, in which the total number of shares remains the same, but their nominal value increases.
Who can increase the par value of shares and at what expense?
The decision to increase the par value of shares is within the competence of the general meeting of shareholders. Shares are placed by conversion upon redemption of shares from the previous issue and distribution of shares of the new issue among shareholders. The shares of the new issue have a correspondingly higher value. At the same time, the size of the blocks remains the same; accordingly, the status of the shareholder and his influence on the adoption of this or that decision do not change.
The source of the increase in the value of the company's shares is exclusively its property. It is impossible to increase the par value of shares until the moment of full payment of the authorized capital. To determine the maximum allowable increase in the authorized capital at the expense of the property of the enterprise, the amount of the authorized capital and the reserve fund should be deducted from the value of net assets.
With an increase in the authorized capital at the expense of the property of the enterprise, it is possible to increase it with the help of additional capital and retained earnings.
What is the procedure for increasing the authorized capital by increasing the par value of shares?
The first step is to make a decision at the Board of Directors to hold a general meeting of shareholders. The requirements for convening a general meeting are standard - no earlier than 10 days from the date of the decision to convene a general meeting, a list of participants must be drawn up. Invitations should be sent out no later than 20 days before the scheduled date of the OCA.
At the next stage, a general meeting of shareholders is held. In order to make a decision on this method of increasing the authorized capital, a simple majority of votes of the participants in the general meeting is required. The decision specifies the method of increasing the authorized capital, the par value of shares after the increase procedure, the date of conversion, the property at the expense of which the increase is made. It should be remembered that the direction of retained earnings to increase the par value of shares is possible only at the annual general meeting of shareholders. In all other cases, you can hold an extraordinary meeting, which is held not only in person, but also in absentia.
At the next stage, the Board of Directors approves the decision on the issue of securities based on the decision of the general meeting of shareholders. For this, the law gives no more than 6 months. After that, the documents are submitted for state registration of the securities issue. Three months are given to prepare all the documents that are required for registration. The issue is currently being registered by the Central Bank of the Russian Federation.
After registration, the shares should be placed by conversion. The newly issued shares must be entered in the register and the convertible shares must be redeemed.
The issue procedure is completed upon approval and registration of the report on the results of the issue of shares.
At the final stage, changes should be made and registered in the Articles of Association of the Company. At the same time, in order to make a decision on making changes, it is not required to hold another meeting.
To register changes to the Charter, the IFTS provides an application in the form of R 13001, a protocol on an increase in the authorized capital, a notice of registration of the issue of shares and a report on the results of the issue (notarized copies).
It should be noted that in the event of an increase in the par value of shares due to retained earnings, shareholders must pay personal income tax. Although this issue is controversial and different tax authorities treat it differently.
The registration number of the organization in the UIS: where to look The number according to the consolidated register where to find
Tariffs Basis for charging
Changes to the annual procurement plan