Property of commercial organizations. Authorized and share capital. Mutual fund. Authorized (share) capital of the enterprise

The beginning of the activity of an enterprise of such forms of ownership as OJSC, CJSC, LLC, provides for the creation of an authorized capital. These are all tangible and intangible assets that provide security guarantees for the shares of the co-founders. If starting capital can be spent entirely for the purpose of implementing a business project, then the authorized capital remains unchanged for two years. We'll look at the details in the article.

What is authorized capital

Authorized capital is all the resources of an organization necessary for its successful launch. This includes cash, securities, property. The management company is formed from its own and investment funds. Resources involved from outside are provided with a guarantee of return from the authorized capital. In other words, the Criminal Code shows the initial value of the enterprise’s assets.

One or more people take part in the establishment of the authorized capital of an LLC. The co-founders make whatever contribution they can with material and intangible assets. The interest of LLC participants is to receive dividends throughout the entire activity of the enterprise in percentage terms, according to the value of the shares.

The authorized capital of an LLC is the minimum property value of the organization, equivalent to the nominal value of the shares of the co-founders. The management of the enterprise signs an agreement with each investor. Under the terms of the agreement, the management company acts as a guarantor covering all possible losses in the future.

Meaning and functions

The authorized capital is the initial financial component of the enterprise. The total amount of resources depends on the functionality of the organization. When registering a legal entity, the starting amount is fixed.

Authorized capital in the modern sense is divided into two categories:

  1. Equity, acting as a guarantor to the founders of the business. Includes all enterprise resources.
  2. Capital as an accounting and legal unit- These are funds and income received in the process of development of the organization. The movement of funds is reflected in accounting entries.

The value of the authorized capital lies in its functions:

  1. Formative function. Based on Russian legislation, the minimum size of the capital company and its material basis are determined. The conditions for increasing or decreasing capital are negotiated. The starting function gives the initial impetus to the organization's activities and lays the material basis for the future.
  2. Guarantee function. If the organization’s activities turn out to be unprofitable, the management company will serve as a guarantor to ensure repayment of debt to creditors and investors.

The authorized capital is considered asset of the enterprise. In the event of an unexpected termination of activity or bankruptcy of the organization, all property is put up for sale in order to return the value of the shares to the co-founders.

Minimum authorized capital

Federal Law on the minimum size of the Criminal Code No. 14 FZ dated 02/08/1998, with amendments and additions for LLCs, came into force on 01/01/2017.

According to Federal Law No. 14, the smallest starting amount is 10,000 rubles. Moreover, it only needs to be paid in monetary terms. The remaining amount exceeding the minimum amount is formed from any resources.

For enterprises whose projected profits are quite high, an increased amount of the capital is established:

  • 100 million rubles will be contributed by organizations whose activities are related to gambling: casinos, slot machines, bookmakers;
  • 300 million rubles – starting amount for banks;
  • 90–180 million rubles – licensed organizations providing loans to the population;
  • 60–120 million rubles will be contributed by medical insurance companies;
  • Alcohol producers will pay 80 million rubles.

The size of the capital company is primarily influenced by the type of activity. The LLC's constituent documents stipulate the minimum starting amount and the conditions under which its size is reduced or increased.

The size of the capital may be affected by legislation at the regional level. Local authorities have the right to establish restrictions under the Criminal Code on certain categories of products and services produced.

What influences the size of the authorized capital

During the operation of the enterprise, funds from the authorized capital are allowed to be spent on its own needs: purchasing equipment, raw materials, paying wages, paying for rent of premises. At the end of the second reporting year, the size of the capital stock should not be lower than the pledged initial cost.

The size of the starting amount and its changes significantly affect the change in the value of investors' shares.

During the operation of the enterprise, a voluntary reduction of the initial capital is possible. If the board of directors considers it appropriate to reduce the starting amount, then appropriate adjustments are made to the company's Charter. For example, a listed industrial building is not used for its intended purpose. It is returned to the co-founder's ownership.

The percentage of investors' shares will remain unchanged, and the monetary indicator will decrease in accordance with the decrease in the size of the authorized capital.

Let's look at an example:

An initial capital of 2,000,000 rubles was established. The LLC has three founders.

Sergeev’s share I.V. – 60% = 1,200,000 rubles.

Yakovlev S.K.’s share is 25% = 500,000 rubles.

E. S. Chernova’s share is 15% = 300,000 rubles.

By agreement of the parties, the size of the authorized capital is reduced to 1,200,000 rubles. Thus, the share participation of the co-founders will change only in monetary terms:

Sergeev I.V. – 60% = 720,000 rubles.

Yakovlev S.K. – 25% = 300,000 rubles.

Chernova E.S. – 15% = 180,000 rubles.

It is allowed to reduce the starting capital amount to its maximum value - 10,000 rubles. If its size is below the minimum level, the enterprise is subject to liquidation.

At a meeting of the co-founders, a decision may be made to increase the size of the charter capital, documented in an additional document to the organization’s Charter. The percentage of investors' shares will not change, but the amount of dividends will increase.

The increase in the value of shares is calculated by analogy with the example discussed above.

How is the authorized capital of an LLC formed?

At the stage of LLC formation, the Charter is drawn up, which stipulates the size of the capital. Both one and several co-founders take part in the creation of a company. It is clear that it makes no sense to start an activity with 10,000 rubles. In practice, the initial starting amount is much higher. Additionally, it is more profitable to open an individual entrepreneur or LLC.

Registration of an LLC requires the submission of constituent documents, which indicate the estimated value of the enterprise. A current account is opened. Within four months after the official registration of the company, the authorized amount is paid in full by the co-founders.

Methods of application:

  • the amount of money in Russian rubles is sent to the LLC’s current account;
  • money in the form of securities: shares, financial certificates, bills, checks, etc. are provided with an extract from the LLC register;
  • real estate, equipment, transport, technical equipment, equivalent to a monetary unit;
  • property rights, trademarks and more.

The addition of intangible assets provides for a preliminary assessment of value if the nominal amount of the property is above 20,000 rubles. An independent appraiser is appointed. When registering an LLC, the tax service is provided with a document on the ownership of the object, acting as a share of the management company, an act of transfer of property to the LLC and a report on its assessment.

Interesting moment! If one of the founders made a contribution to the management company, for example, in the form of bills, then they become the property of the LLC. If for some reason the company transfers the rights to the securities back to the investor, then for the latter it is taxable income. It turns out that the investor will pay income tax for his own bills.

Structure

The financial component of the starting amount of an LLC is divided into five elements:

  1. , expressed in the initial cost of the organization's shares. The indicator characterizes the basis and property base that determines the further activities of the LLC.
  2. Additional capital. It is formed due to changes in the value of the enterprise on the basis of revaluation, revaluation, gratuitous transfer to third parties, profit from the sale of securities. The difference between the initial cost of assets and the proceeds from their sale is taken into account.
  3. Reserve capital- emergency reserve of the enterprise, formed from profit funds. Used to pay off losses and eliminate force majeure situations. The size of the capital account is at least 15% of the LLC's capital.
  4. retained earnings- this is receiving excess profits. The indicator characterizes the financial stability of the enterprise. The NP is the key source of financing for the LLC. It can be directed to the authorized capital, current operations of the organization, and an increase in liquid assets.
  5. Trust funds, raising funds from the retained or net profit of the LLC. Funds are allocated for technical equipment, equipment modernization, social development of the enterprise, research, and the purchase of raw materials to increase production. Social development involves maintaining a favorable atmosphere in the team.

Species

Depending on the organizational and legal form, the management company is divided into four types:

  1. Share capital provided for in organizations that do not have a Charter. This includes general partnerships and limited partnerships. The financial component of the share capital is formed from the shares and contributions of the co-founders in monetary and property terms.
  2. Authorized fund– these are all the intangible assets of an enterprise necessary for the implementation of the organization’s activities. UV is laid down in state and municipal enterprises.
  3. Mutual fund– used in cooperative organizations. Joint activity involves the pooling of share contributions of co-owners and funds earned in the process of doing business.
  4. provided for in CJSC, OJSC, LLC. This is the starting financial component necessary to launch a new enterprise and ensure the safety of raised investment funds.

What is a share in the authorized capital of an LLC?

An LLC can be opened by one or more participants. In the first case, the capital is not divided. In the second, the starting amount is divided into percentage shares depending on the contribution of the co-founders.

Let's look at an example of calculating shares:

According to the LLC Charter, a capital amount of 1,300,000 rubles is required.

Khakimov M. Yu. contributed 900,000 rubles. His share = 70% (900,000*100/1,300,000);

Yurasova E.V. contributed 200,000 rubles. Her share = 15% (200,000*100/1,300,000);

Sergeev V.N. contributed 200,000 rubles. His share = 15% (200,000*100/1,300,000).

The total amount of shares is 100%, which corresponds to the starting amount of 1,300,000 rubles.

The controlling stake is held by M. Yu. Khakimov. It is he who will be able to have a greater influence on the course of development of the enterprise.

The maximum deposit amount may be subject to restrictions. A change in the ratio of shares also takes place. All nuances are specified in advance in the LLC Charter. If in the process of carrying out activities it becomes necessary to make additions regarding equity participation, the decision is made at the general meeting by voting.

At the time of registration of the LLC, the management submits to the tax office the Charter of the organization, which contains data on the number of co-founders and the size of shares of each participant. Over the next four months, each depositor is obliged to pay his share.

Accepted payment:

  • Russian rubles;
  • securities;
  • property, technical equipment, transport, etc.;
  • rights to property or any property.

If the share is not paid within the appointed time, it goes to the LLC. This part of the capital is sold to another investor or distributed among the existing co-founders. Payment of the outstanding starting amount is made within one reporting year.

What is alienation of a share in the authorized capital

LLC participants have the right to dispose of shares at their own discretion - to sell to community investors or third parties, that is, to produce alienation. The opinions of other co-founders are not taken into account unless otherwise specified in the constituent documents.

The transaction is carried out by way of succession. Other LLC participants, and then third parties, have the primary right to purchase the alienated share. If the organization’s charter contains a ban on the sale of shares outside the LLC, then the transaction is concluded in favor of the company.

All alienation agreements are notarized. In a short video, Alexander Trifonov talks about the procedure for concluding a transaction to sell a share to third parties:

When organizing an LLC, you should not focus on the minimum size of the capital. The higher the starting amount initially pledged, the more confidence the organization will receive from investors. The new enterprise will receive sufficient assets for a successful launch. A small amount of authorized capital requires small investments. But here it becomes difficult to find investors and lenders.

Get a lawyer's answer in 5 minutes

The Civil Code of the Russian Federation provides for a special type of initial property for each organizational and legal form. For partnerships - share capital; for companies - statutory; for cooperatives - a mutual fund. Share capital is not clearly defined in current legislation. The status of share capital is very similar to the status of authorized capital in companies. The difference lies in the responsibility of the participants for the obligations of the enterprise. Since general partners in general and limited partnerships bear the risk of losses with their property in full, the legislation does not impose special requirements on share capital. Even its minimum size has not been determined, which is justified, since the share capital is not the only property at the expense of which debts on the obligations of the partnership will be repaid.
The authorized capital of LLC and JSC consists of the nominal value of shares (shares) of its participants (shareholders). The size of the company's authorized capital must be no less than a hundred times the minimum wage (for an OJSC - no less than a thousand times the minimum wage) established by Federal Law on the date of submission of documents for state registration of the company. Typically, the founders of an enterprise choose the minimum amount of authorized capital, which, firstly, reduces the amount of their costs for contributions to the authorized capital; secondly, it simplifies the assessment of non-property contributions (the assessment by the company's participants is sufficient). The size of the authorized capital and the nominal value of its shares are determined in rubles. The authorized capital determines the minimum amount of property that guarantees the interests of creditors. A contribution to the authorized capital of a company can be money, securities, other things, property or other rights that have a monetary value. The monetary value of non-monetary contributions to the authorized capital of the company made by its participants and accepted into the company by third parties is approved by a decision of the general meeting of participants (shareholders) of the company, adopted by all participants (shareholders) of the company unanimously. If the nominal value (increase in nominal value) of the share of an LLC participant in the authorized capital of the company, paid for by a non-monetary contribution, is more than two hundred minimum wages established by federal law on the date of submission of documents for state registration of the company or corresponding changes in the company’s charter, such contribution must be assessed an independent appraiser. The nominal value (increase in the nominal value) of the share of a company participant, paid for by such a non-monetary contribution, cannot exceed the amount of the assessment of the specified contribution, determined by an independent appraiser.
If non-monetary contributions are made to the authorized capital of the company, the participants of the company and the independent appraiser, within three years from the date of state registration of the company or corresponding changes in the charter of the company, jointly and severally bear, if the company’s property is insufficient, subsidiary liability for its obligations in the amount of the overvaluation of non-monetary contributions. For a joint-stock company, the monetary valuation of property contributed in payment for shares when establishing a company is made by agreement between the founders.
When paying for additional shares in non-cash, the monetary valuation of the property contributed to pay for the shares is made by the board of directors (supervisory board) of the company. When paying for shares in kind, an independent appraiser must be involved to determine the market value of such property, unless otherwise provided by federal law. The value of the monetary valuation of property made by the founders of the company and the board of directors (supervisory board) of the company cannot be higher than the value of the valuation made by an independent appraiser.
Based on the norms of the current federal legislation, the assessment of non-monetary contributions by the founders is carried out by indicating it in the decision to create an enterprise. Each founder of the company must make a full contribution to the authorized capital of the company within the period determined by the constituent agreement and which cannot exceed one year from the date of state registration of the company. It is not permitted to relieve the founder of a company from the obligation to make a contribution to the authorized capital of the company, including by offsetting his claims to the company. At the time of state registration of the company, its authorized capital must be paid by the founders at least half.

Accounting for the formation of authorized (share) capital

The interpretation of such concepts as “authorized capital”, “authorized fund”, “share capital”, “mutual fund” depends on the organizational and legal form of the enterprise and the provisions of the legislation to which these enterprises fall.

Currently, in business practice, organizational and legal forms of creating organizations are used.

A business partnership is a commercial organization with a share capital divided into the contributions of participants.

A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them (founding agreement), are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them. They can be individual entrepreneurs and commercial organizations, and the number of participants must be at least two.

Legal entities and individuals can be participants in only one general partnership. A participant in a general partnership is obliged to make at least 50% of his contribution to the share capital by the time of registration of such a partnership. The rest must be paid within the time limits established by the constituent agreement.

Figure 2 - Classification of business entities by type of ownership

Profits and losses are distributed in proportion to the share in the share capital. If, as a result of losses incurred, the value of net assets becomes lower than the share capital, then the profit received is not distributed among the participants until the net assets exceed the share capital.

Limited partnership (limited partnership) is a commercial organization in which, along with participants engaged in entrepreneurial activities (general partners), there are one or more limited partners who bear the risk of losses from the activities of such a partnership. The risk of loss is equal to the amount of their contributions to the share capital. Limited partners do not participate in economic activities. The position of general partners in a limited partnership and their liability for obligations are determined in the manner established for a general partnership.

In a limited liability company, it is not the share capital that is formed, but the authorized capital, which is divided into shares determined by the constituent documents (memorandum of association, charter). The size of the authorized capital must be at least 100 minimum wages. If a company is founded by one person, then its constituent document is the charter. The size of the participant's share in the authorized capital is determined as a percentage or as a fraction. The company's charter may limit the maximum size of a participant's share and the possibility of changing the ratio of shares of its participants. At the time of registration of a limited liability company, the authorized capital must be paid by the participants by at least 50%. The remaining 50% is payable during the first year of activity.

Participants in such a company are not liable for its obligations and bear the risk of losses to the extent of the value of their contributions. This company cannot have another business company consisting of one person as its sole participant.

If at the end of the second and each subsequent year the value of net assets is lower than the authorized capital, then the company is obliged to announce its reduction. If the value of net assets is less than 100 minimum wages, then the company is subject to liquidation.

An additional liability company is established by one or more persons in a manner similar to the procedure for establishing limited liability companies. The difference between them is that participants in a company with additional liability assume responsibility for the company’s obligations not only in the amount of contributions, but also with their other property in the same multiple of the value of the value of their contributions.

Participants in a company with additional liability jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions to the authorized capital. If one of the participants goes bankrupt, his liability for the company's obligations is distributed among the remaining participants in proportion to their contributions.

A joint stock company is a company whose authorized capital is divided into a certain number of ordinary and preferred shares. Shareholders are not liable for the company's obligations and bear the risk of losses only to the extent of the value of the shares they own. The number of founders of an open joint stock company is not limited; the number of founders of a closed joint stock company cannot exceed 50. The minimum size of the authorized capital of an open joint stock company is not less than 1000 minimum wages; closed joint stock company - not less than 100 minimum wages. On the day of registration of a joint stock company, its authorized capital must be paid up by at least 50%.

A production cooperative is a voluntary association of citizens for joint activities based on their personal labor participation and the association of property shares by its members (participants). Unlike participation in other forms of business, membership in a cooperative presupposes personal labor participation in its activities. The cooperative is liable for its obligations with all its property; if there is a lack of funds, members of the cooperative bear additional responsibility in the amount and manner provided for by law and the charter of the cooperative.

In agriculture, this form of enterprise organization is more common. In this case, the cooperative is called an agricultural production cooperative. Production agricultural cooperatives (cooperative farms, collective farms, agricultural and fishing cooperatives) are organized for joint production activities of citizens and legal entities. Their activities are based on personal participation and involve the pooling of share contributions. The authorized capital of an agricultural production cooperative is called a mutual (indivisible) fund.

By the time of state registration of a production agricultural cooperative, its members are required to make at least 10% of the share contribution; they can pay the rest within a year from the date of registration.

There is no minimum size of a mutual fund in a production cooperative. An increase or decrease in a mutual fund is carried out with a simultaneous change in the charter. The property owned by the cooperative is divided into shares of its members in accordance with the charter. The part of the cooperative's mutual fund attributable to indivisible production facilities is included in an indivisible fund that is not subject to division. When leaving an agricultural production cooperative, these amounts may be compensated by cash payments.

A unitary enterprise is a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner, which is indivisible and cannot be distributed among contributions or shares. The property of a unitary enterprise is in state or municipal ownership and belongs to the enterprise with the right of economic management or operational management. The owner of the property is not liable for the obligations of the unitary enterprise. The purpose of a unitary enterprise is the implementation of specific production, public and social functions designated by the state.

Corporation is a legal entity, an association of individuals or legal entities. A corporation exists independently of its owners and operates on the principles of limited liability, i.e. it has the right to raise capital in cash on its own behalf without imposing unlimited liability on its owners.

As a result of the separation of ownership and management, the corporate form has a number of advantages. The shareholders' capital share can be transferred to other owners. The corporation raises equity and debt capital on its own behalf. As a result, shareholders have limited liability for the corporation's debt obligations. The most they can lose is the money they invested in its shares.

In Russia, corporations are represented by financial and industrial groups (FIGs).

FIG - voluntary association of enterprises; this is a set of legal entities operating as main and subsidiary companies or who have fully or partially combined their tangible and intangible assets on the basis of an agreement on the creation of a financial industrial group for the purpose of technological or economic integration for the implementation of investment and other projects and programs aimed at increasing competitiveness and expanding the sales market goods and services, increasing production efficiency, creating new jobs.

Regardless of the form of ownership, the authorized capital in all cases reflects the amount of capital determined in the constituent documents of the organization.

For commercial agricultural enterprises with any organizational and legal status, accounting of the authorized capital in the form of contributions (shares) and shares at their original cost, determined in the constituent documents on the date of registration of the enterprise, is kept on account 80 “Authorized capital”.

Account 80 is intended to summarize information about the state and movement of the authorized capital (share capital, authorized capital) of the organization. The balance of account 80 must correspond to the amount of authorized capital recorded in the constituent documents of the agricultural enterprise. Entries on account 80 are made when forming the authorized capital, as well as when increasing and decreasing the authorized capital only after making appropriate changes to the constituent documents of the organization.

After the state registration of the organization, its authorized capital in the amount of contributions of the founders (participants) provided for by the constituent documents is reflected in the credit of account 80 in correspondence with account 75 “Settlements with founders”. The actual receipt of deposits of the founders is carried out on the credit of account 75 in correspondence with the accounts of non-current assets, inventory and cash. Accounting is organized in such a way as to ensure the formation of information on the founders of the organization, stages of capital formation and types of shares.

In the course of its activities, a joint-stock company engaged in the production of agricultural products can increase or decrease its authorized capital. A change in the size of the authorized capital of an organization is always associated with the re-approval of its constituent documents by the general meeting of founders and their re-registration with the relevant government bodies.

Today in agriculture there is a tendency towards reorganization of enterprises: mergers, annexations, divisions, spin-offs, etc., which raises a number of questions regarding the accounting of authorized capital.

When reorganizing agricultural enterprises, the rights and obligations of each of them are transferred to the newly created legal entity (entities) in accordance with the transfer act. The transfer deed and separation balance sheet drawn up during the reorganization of legal entities include financial statements compiled in accordance with the procedure established by the Ministry of Finance of Russia in the scope of the annual accounting report forms as of the last reporting date (reorganization date). When merging and joining individual legal entities - agricultural enterprises (divisions) - to the balance sheets of each of them, at the request of their legal successors, acts of inventory of property and liabilities can be attached, confirming the accuracy of individual items of these balance sheets. When dividing agricultural enterprises, the separation balance sheet formed consists of the general balance sheet for the previously existing legal entity and the balance sheets of each new legal entity formed on the basis of divisions that were previously part of the previous legal entity. The separation balance sheet data is also the balance sheet data of each new legal entity on the date of commencement of activity after state registration.

When an agricultural enterprise is liquidated, its property is sold, and the funds received are used to pay off obligations. The remaining funds are credited to the authorized capital of the enterprise. After this entry, the remaining funds are distributed among the participants (founders) of the legal entity in the manner established in the constituent documents. If the liquidated legal entity does not have enough property and other liquid assets, the authorized capital is allocated to cover losses. If the authorized capital is unrealistic, creditors' claims against the debtor are made in accordance with the procedure established by law. It is recommended that the reorganization of agricultural enterprises be timed to coincide with the end of a certain reporting period (year or quarter).

Joint-stock companies may buy back shares from shareholders for the purpose of their subsequent resale, cancellation or distribution among their employees. Repurchased shares do not provide voting rights at shareholder meetings, and dividends are not accrued or paid on them. They can be reflected on the company’s balance sheet up to one year after their redemption. Repurchased shares are accounted for in account 81 “Own shares (shares)”.

The debit of account 81 reflects the acquisition of shares (shares), and the credit reflects the sale or cancellation. In this case, the wiring is done:

  • - Dt 81 Kt 50, 51, 52, etc. - acquired own shares (shares);
  • - Dt 80 Kt 81 - canceled own shares (shares).

Shares purchased are received at the actual purchase price. When they are cancelled, the difference in cost is charged to account 91 “Other income and expenses”.

Reflection of the authorized capital by shareholders and founders in an agricultural enterprise should solve two main problems:

  • 1) accounting and accurate confirmation of the rights of owners, including when they change, to securities;
  • 2) obtaining information about persons who have the right to demand from the joint-stock company the fulfillment of obligations under issued securities.

Both tasks can be solved by accounting for shares sold to shareholders, maintaining a register of shareholders directly by the joint-stock company or with the help of a specialized professional organization engaged for this purpose. In this case, the organization maintaining the register of shareholders (a joint stock company or a professional participant in the securities market) is the holder of the register of shareholders.

Agricultural joint-stock companies with more than 50 shareholders are required to entrust the maintenance of the register to a specialized organization (registrar) - a depositary bank or other investment institution. Maintaining the register of shareholders begins no later than one month from the date of state registration of the company. At the same time, the company is not relieved of responsibility for maintaining and storing the register of shareholders.

It is advisable to keep records of the company's settlements with shareholders on shares owned by them in agriculture on special personal accounts. Summary data on all personal accounts of shareholders on the value of shares owned by them, dividends due and paid serve as the basis for reflecting in synthetic accounting and reporting data on the value of authorized capital and settlements with shareholders for dividends.

Account 80 “Authorized capital” is also used to summarize information about the status and movement of contributions to common property under a simple partnership agreement. In this case, account 80 “Authorized capital” is called “Deposits of partners”.

The property contributed by the partners to the simple partnership on account of their contributions is credited to the debit of the property accounting accounts (51 “Current accounts”, 01 “Fixed assets”, 41 “Goods”, etc.) and the credit of account 80. When returning property to the partners in the event Upon termination of a simple partnership agreement, reverse entries are made in accounting.

Analytical accounting for account 80 “Deposits of partners” at agricultural enterprises is carried out for each simple partnership agreement and each participant in the agreement.

To account for a mutual (indivisible) fund in agricultural production cooperatives, account 80 “Authorized capital” with sub-accounts opened on it is intended. Amounts credited to these sub-accounts in the general manner are reflected in the debit of account 75 “Settlements with founders”. Analytical accounting for subaccounts is maintained for each member of the cooperative, each share amount and each object of the indivisible fund.

A consumer cooperative does not involve drawing up a constituent agreement, therefore accounting for the formation of its mutual fund is possible using accounts 75 or 76 “Settlements with various debtors and creditors.” Since the mutual fund has a specific purpose specified in the charter of the cooperative, account 86 “Targeted financing” is additionally used.

The following entries are made in accounting:

  • - Dt 86 Kt 80 - reflects the amount of the share contribution;
  • - Dt 75-1, 76 Kt 86 - reflects the debt of the members of the cooperative for contributions to the mutual fund;
  • - Dt 50, 51 Kt 75, 76 - contributions from members of the cooperative have been made.

Members of an agricultural cooperative are required to cover losses incurred by making additional contributions within three months after approval of the annual balance sheet. Cooperatives have the right to engage in business activities. The resulting profit is distributed among its members. In this case, cooperatives keep separate records of two types of activities.

When an agricultural cooperative is liquidated, losses are necessarily covered by additional contributions, and if they are insufficient, by the property of the members of the cooperative.

In business companies, authorized capital is formed. The authorized capital represents the totality of contributions (shares, shares at par value) of the founders (participants) of the organization registered in the constituent documents.
The procedure for forming the authorized capital is determined by the norms of the Civil Code of the Russian Federation in relation to each type of organization. Yes, Art. 90 of the Civil Code of the Russian Federation states: “The authorized capital of a limited liability company is made up of the value of the contributions of its participants... The authorized capital must be paid by its participants at least half at the time of registration of the company. The remaining unpaid part of the authorized capital of the company is subject to payment by its participants within the first years of activity of the company. If this obligation is violated, the company must either announce a reduction in its authorized capital and register its reduction in the prescribed manner, or terminate its activities through liquidation..."
The rules on the formation of the authorized capital are detailed by the norms of special legislation. For example, according to Art. 25 of the Federal Law "On Joint-Stock Companies" the authorized capital of the company is made up of the par value of the company's shares acquired by shareholders. The par value of all ordinary shares of the company must be the same. The company places ordinary shares and one or more types of preferred shares. The par value of the issued preferred shares must not exceed 25 percent of the authorized capital of the company. When a company is founded, all its shares must be placed among the founders. All shares of the company are registered. In accordance with Art. 34 of the Federal Law “On Joint-Stock Companies”, at least 50 percent of the company’s shares placed upon its establishment must be paid for within three months from the date of state registration of the company.
The rules for forming the authorized capital of a limited liability company are contained in Art. 14-16 of the Federal Law "On Limited Liability Companies". At the time of state registration of a limited liability company, its authorized capital must be paid by the founders at least half. The remaining unpaid portion is due during the first year of operation.
For organizations of certain types of activities, special rules are provided for the formation of authorized capital. So, according to Art. 11 of the Law of the Russian Federation of February 20, 1992 “On Commodity Exchanges and Exchange Trading”, the share of each founder or member of the exchange in its authorized capital cannot exceed 10 percent.
The authorized capital is divided into shares corresponding to the contributions of the participants. Such division does not lead to the emergence of shared ownership relations. The owner of all property of commercial and non-profit organizations (except for unitary enterprises and institutions), including the owner of property contributed to the authorized capital when creating a legal entity, becomes the organization itself. However, succession does not arise when the right to use property is transferred as a contribution to the authorized capital. In this case, ownership rights remain with the founder. Attention was drawn to this provision in paragraph 17 of the resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 No. 6/8 “On some issues related to the application of part one of the Civil Code of the Russian Federation.”
The authorized capital is a conditional value. This is a monetary value of the totality of contributions that were made by participants. The share of a company participant must correspond to the ratio of the nominal value of his share and the authorized capital of the company. The size of the participant's share is determined as a percentage or as a fraction. These shares are important in determining the participant's income. Depending on the share in the authorized capital of the company, the size of the liquidation quota during the liquidation of the organization is determined, as well as the status of the participant, shareholder, the “weight” of the participant’s vote in the management of affairs, unless otherwise provided by law or agreement. In general, we can say that the share in the authorized capital determines the scope of the rights of the participant (shareholder).
In business companies, the authorized capital determines the minimum amount of the company's net assets, which can be considered as a guarantee of the rights of creditors. Hence the need arises to define in law the minimum amount of authorized capital. So, in accordance with Art. 29 of the Federal Law "On Joint-Stock Companies" the minimum amount of the authorized capital of an open joint-stock company must be no less than a thousand times the minimum wage established by federal law on the date of registration of the company, and for a closed company - no less than one hundred times the minimum wage. According to Art. 14 of the Federal Law "On Limited Liability Companies" the size of the authorized capital of the company must be at least one hundred times the minimum wage.
The minimum amount of authorized capital is increased for organizations of certain types of activities. Thus, for the fourth quarter of 2005, the ruble equivalent of the authorized capital for newly created banks, regardless of the share of foreign capital in them, must be at least 171,905,000 rubles - * (source No. 296).
In business partnerships, share capital is formed. Since in partnerships the principle of subsidiary liability of general partners for the obligations of the organization applies with all their property (except for property that cannot be foreclosed on), the share capital in partnerships is not a minimum guarantee of the rights of creditors. Consequently, there is no need to define its minimum size in law. The amount of the share capital is established in the memorandum of association when creating the partnership.
Participation in the formation of share capital is the responsibility of the founders of the organization. So, in accordance with Art. 73 of the Civil Code of the Russian Federation, “a participant in a general partnership is obliged to make at least half of his contribution to the share capital of the partnership by the time of its registration. The rest must be contributed by the participant within the time limits established by the constituent agreement. If this obligation is not fulfilled, the participant is obliged to pay the partnership ten percent per annum on the uncontributed portion contribution and compensate for the losses caused, unless other consequences are established by the constituent agreement."
In production cooperatives, a mutual fund is formed, which is formed through share contributions. A member of a cooperative is obliged to pay at least 10 percent of the share contribution by the time of state registration of the cooperative. The rest is paid within one year after state registration of the cooperative. The share contribution is assessed upon the formation of a cooperative by mutual agreement of the members of the cooperative on the basis of prevailing market prices, and when new members join the cooperative - by a commission appointed by the board of the cooperative.
When creating state and municipal enterprises with the right of economic management, an authorized capital is formed. The size of this fund is determined by the owner of the enterprise and must be fully formed by him within three months from the date of state registration. The authorized capital is considered formed from the moment the corresponding sums of money are credited to a bank account opened for these purposes and (or) transfer in the prescribed manner to a state or municipal enterprise of other property assigned to it under the right of economic management in full. As part of the property of a unitary enterprise, the authorized capital is indivisible and cannot be distributed among contributions (shares, shares).
The size of the authorized capital of a state enterprise must be at least 5000 minimum wages established by federal law on the date of state registration of the state enterprise. The size of the authorized capital of a municipal enterprise must be at least 1000 minimum wages.
In a state-owned enterprise, an authorized capital is not formed.
In order to form initial capital, before registering an organization, a temporary current account is opened in the bank, where the required amount is deposited. To open this account, an application, notarized copies of constituent documents and a decision to create an organization are submitted to the bank. Using temporary settlement accounts, operations are carried out only to credit the initial contributions of the founders to the authorized capital and persons participating in the subscription to shares.
Authorized (share) capital, authorized (share) fund can be formed at the expense of money, as well as securities, other things, property rights and other rights that have a monetary value. Federal laws or other regulatory legal acts may determine the types of property at the expense of which the authorized (share) capital or authorized (share) fund cannot be formed. For joint stock companies, such restrictions may be contained in the charter.
In case of payment of the authorized (share) capital, authorized (share) fund with non-monetary funds, the person making the contribution must indicate the specific property made as a contribution, confirm that the present contribution is real, was not contributed to the authorized (share) capital, authorized ( mutual fund of other legal entities that is not mortgaged or under arrest, as well as to make a monetary valuation of this property.
In some cases, the appraisal must be carried out by an independent appraiser. Thus, if the nominal value (increase in nominal value) of the share of a participant in a limited liability company in the authorized capital, paid for by a non-monetary contribution, is more than 200 minimum wages, such a contribution must be assessed by an independent appraiser. When paying for shares in kind, an independent appraiser should always be involved to determine the market value of such property. The assessment of a share contribution exceeding 250 minimum wages must be confirmed by an independent expert. The amount of the share contribution is established by the charter of the cooperative (Article 10 of the Federal Law “On Production Cooperatives”).
The composition of deposits is subject to specification. Non-monetary contributions in the form of individually defined things are listed by indicating the quantity, individualizing characteristics (model, manufacturer, name, etc.). Non-monetary contributions in the form of things defined by generic characteristics are listed indicating the quantity (size, volume, mass, etc.). Non-monetary deposits in the form of securities are listed by indicating the owner of the security (holder), name, issuer (for issue-grade securities), quantity, year of issue and monetary value. Non-monetary contributions in the form of property rights are listed by indicating the type of property right, the basis for its occurrence, its characteristics, and the period of transfer.
The constituent documents of the legal entity being created must contain information about the size and composition of contributions, the procedure and deadline for making them.
As a contribution to the property of organizations, property rights or other rights with a monetary value can be made. In this regard, such a contribution cannot be an object of intellectual property or “know-how”. However, the right to use such an object, transferred to the organization in accordance with a license agreement, which must be registered in the manner prescribed by law, can be recognized as a contribution (clause 17 of the resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 N 6/8 "On some issues related to the application of part one of the Civil Code of the Russian Federation").
In the case when a contribution is made with property or property rights, it is necessary to confirm their transfer to the balance sheet of a commercial organization with a certificate signed by the manager and chief accountant, or an act of acceptance and transfer of property.