Formation and change of the authorized capital of LLC in 2015
Self-opening a business should take into account many nuances – from formalities during registration to agreements between partners to avoid future problems.
Help in creating your own company can be obtained from professional registrars. In the list of services of the company “Business World” on the page http://uristico.ru/registracija-ooo.php there is also an offer to open an LLC or an enterprise of any other legal form. Turning to specialists will help to avoid unpleasant surprises when dealing with registration authorities and with the further work of the company.
1 Requirements for the size and timing of the formation of the authorized capital
1.1 Size matters
1.2 When and how can I pay my contribution to the UK?
1.3 the change in the size of the authorized capital
1.4 Decrease in share capital
1.5 Increase in share capital
Requirements for the size and timing of the formation of the authorized capital
One of the issues that must be resolved when creating an enterprise is the formation of registered capital. And for an existing business, the possibility of changing the authorized capital is also important. How to deal with the authorized capital?
What is new in 2015 in the requirements for its formation and the rules for changing its size?
The authorized capital is composed of contributions of all participants of the LLC and serves as a measure of the financial responsibility of the founders – this amount will be used to ensure the obligations of the enterprise and payments to creditors.
The authorized capital of an LLC in accordance with the law on limited liability companies cannot be less than 10,000 rubles. But there are special restrictions for business entities involved in various activities, as follows:
An organization that intends to obtain a license to trade in alcohol will need to form an authorized capital in the amount of 300,000 rubles or more.
Banks in Russia can only be created if there is an authorized capital of 300 million rubles, and non-bank credit organizations can enter the market if they have 18 million rubles as a management company.
The requirements for the amount protecting the interests of creditors are left with their own imprint and the specifics of the enterprise’s functioning, for example, joint-stock companies are created with an authorized capital of at least 100 thousand rubles.
But the conversation turned to LLC and therefore dwell on the standard size of the total contributions of participants when creating the organization – at least 10 thousand rubles. The main thing for the participants themselves is the amount of their contributions to the authorized capital, which will ultimately correspond to their shares in the company. The charter of the newly created organization can provide for a ban on changing the prevailing proportions and limit the size of the minimum and maximum shares of participants – without the approval of the general meeting it will be impossible to circumvent these provisions in the charter documents.
When and how can I pay my contribution to the UK?
Members of the company contribute their funds to the LLC, subject to certain requirements established by law:
Contributions to the Criminal Code may be monetary funds, as well as securities, other property and property rights subject to monetary valuation.
Property valuation is carried out by the general meeting of participants, but if the amount exceeds 20 thousand rubles, then an independent appraiser will have to be involved, who will determine the monetary equivalent of the asset.
Contributions to the authorized capital in cash and property must be fully paid in accordance with the constituent documents, but no later than 4 months after the establishment of the LLC. Previously, you had to pay 50% of the charter capital immediately before registration, and the rest could be paid within years, now the terms of payment of contributions of the LLC participants have changed.
Change in authorized capital
How to conduct a transaction to increase or decrease the share of the participant in the LLC and, accordingly, its contribution to the authorized capital? Why change the amount of the authorized capital? We will understand the basic aspects of such adjustments in the organization.
Decrease in share capital
In order for the interests of creditors to be protected, it will be necessary to fulfill a number of requirements to reduce the size of the authorized capital, including:
Make an appropriate decision by the general meeting of participants;
Notify all creditors and interested parties;
Correctly carry out the process of sharing shares after reducing the authorized capital;
Prevent non-compliance with the minimum limit of the Criminal Code for LLC.
With a decrease in the share of all participants, they can be reduced proportionally, or for some of them the contribution to the management company will simply be repaid.
The very procedure for reducing the size of the authorized capital of an LLC should begin with a notification to the regulatory authorities (application P14002 for tax) and interested parties (publication in the state newsletter). In a month, if there are no claims from creditors, you can submit for registration a package of documents with amendments to the Federal Tax Service Inspectorate – the minutes of the meeting with a decision to reduce the authorized capital, a receipt on payment of state duty, amended Charter, and a notarized statement P13001.