How to reduce the authorized capital of an LLC. Documents and entries for reducing the authorized capital of LLC

Economic instability raises questions about reducing authorized capital. Sometimes this is an option to save the enterprise. Regardless of the reasons, the process must be carried out according to the rules.

How can the authorized capital of an LLC be reduced in 2019? The founders of any LLC are free to change the amount of the authorized capital established initially.

The change is carried out according to established rules and is properly completed. How is the authorized capital of an LLC reduced in 2019?

Important points

The initial “foundation” of the activities of any organization is starting capital. In legislation, this concept predetermines the authorized capital.

This definition means the totality of monetary and material assets that an organization has on its balance sheet. initial stage activities.

The amount of initial capital is certainly written in constituent documents. Moreover, the amount cannot be less than the minimum specified by law. Maximum size not strictly limited.

The authorized capital is formed from the funds of participants, individuals and/or legal entities. The contribution of each participant represents his share in the authorized capital.

The volume of this share determines the part of the LLC’s property to which the founder has the right to claim. Also, the size of the share determines the size of the activities and the ability to influence decision-making of the LLC.

The authorized capital of an LLC may consist of cash and property values, which depends on the form.

The law obliges only the minimum amount of the capital to be contributed in cash; the remaining portion is replenished at the discretion of the participants. All property investments are valued in monetary terms.

This allows the totality of shares to be expressed in the same units. That is, the authorized capital is reflected in accounting and constituent documentation in money.

At their own request or if there is an irresistible need, the founders can reduce the authorized capital. But, in any case, after the change, the amount of the authorized capital should not be less than ten thousand rubles, which is considered the minimum capital for an LLC.

It is important that a voluntary reduction of capital cannot be considered as an option to get rid of responsibility to. Creditors may require early fulfillment of obligations.

What is it

For an organization, the authorized capital is the total volume of all founders' contributions, which determines the minimum amount of property.

The authorized capital ensures that the interests of potential creditors are respected. This necessitates recording changes in the authorized capital in .

The law predetermines the minimum amount of authorized capital for an LLC. The organization can carry out activities only if this requirement is met.

When forming capital, the share of participation of each founder is established, that is, the size of his share in the entire amount of the authorized capital is determined.

The nominal value of the share of each of the founders is determined. The sum of all shares at par is the volume of the authorized capital. A change in the authorized capital means a modification of the amount of the UCC in the constituent documents of the organization.

Participants can decide to change at any time after full payment of the established authorized capital, guided by the requirements of the law or urgent need.

Capital reduction can be carried out in different ways. The peculiarities of the options are that the nominal price of the participant’s share can decrease or remain the same, which depends on the chosen method.

Why is this procedure needed?

When an organization reduces its authorized capital, this does not mean that problems have arisen. Participants can decide to reduce the capital at their own request.

For example, when the organization’s activities have shown that the available capital is more than enough and the available funds are not used in full.

Capital may also be reduced based on legal requirements:

If the share owned by the company does not belong to a third party after one year	And it was not distributed among the participants, then its repayment is necessary. In this case, there are no fines for violating the deadlines for reducing the capital. However, such a situation may lead to a demand for liquidation of the LLC by the registration authorities
When at the end of the financial year (second and subsequent)	The value of the organization’s net assets does not correspond to the authorized capital, namely, it will be less; it is necessary to reduce the capital so that its nominal value corresponds to the value of existing assets
If at the end of the specified period	Namely, a four-month period from the moment of state registration, the shares are not fully paid, then the authorized capital must be reduced to the amount already paid

The decision to reduce the authorized capital is made by the general meeting of founders. The issue is put up for general discussion, then a vote is taken on it.

The results of the discussion are recorded. If the decision is made unanimously or by a large number of votes, the process of reducing the authorized capital begins.

Current standards

Regulatory regulation of the provisions on the authorized capital of the organization is carried out.

It says here that the organization has the right to change the authorized capital on its own, and is obliged to reduce it in cases provided for by law.

As determined by the Civil Code of the Russian Federation and Federal Law No. 14, the authorized capital is subject to mandatory reduction when:

The legislative procedure for reducing the authorized capital implies the impossibility of reducing it if, in the end, the amount of the authorized capital is less than the established minimum (ten thousand rubles).

The decision must be made by all participants. Publication of the decision in the media is mandatory (Vestnik magazine) state registration»).

Changes in the authorized capital are registered with the Federal Tax Service, and the LLC must notify the Federal Tax Service of the decision within three days after documentation.

How can you reduce the authorized capital of an LLC?

The method, procedure and conditions for reducing the capital capital depend on current circumstances. The reduction procedure is described in detail in.

According to the article, the decision of the participants is initially made. For this purpose it is going general meeting, the presence of all the founders or most of them is mandatory.

The issue is discussed, and the entire meeting process is documented in minutes. If it is decided to reduce capital, then a new amount of the capital is determined. The reduction is carried out by the resulting difference.

The meeting also discusses exactly how the amount of capital will be reduced. There are two reduction options:

by reducing the value of shares at par;
through repayment of the LLC share by reducing the authorized capital.

Step by step instructions

The process of reducing the capital of an LLC according to the Charter can be divided into several stages. Each of them is important and requires strict implementation. Failure to comply with at least one requirement leads to recognition of the illegality of the procedure.

The step-by-step algorithm looks like this:

Convening of the founders	The decision to reduce the capital capital is made only in the process of discussing it by all participants or their majority. The sole founder makes the decision alone. The final decision will certainly reflect not only the fact of a change in the value of the charter capital, but also the need to reflect this in the Charter
Informing the tax office	Within three days after the decision is approved, the organization is obliged to report it to the tax authorities. To do this, submit an application signed by the head of the organization and notarized. Within five days, the Federal Tax Service makes an entry in the Unified State Register of Legal Entities about the beginning of the organization’s procedure for reducing the capital
Notification of creditors	There is no need to notify each creditor personally. The organization submits a message for publication in the State Registration Bulletin. The note is published twice - upon receipt of a document on amendments to the Unified State Register of Legal Entities and after about a month, but not earlier. During this period, creditors have the right to request early fulfillment of obligations
Submitting the amended Charter for registration with the Federal Tax Service	After the second publication in the media, documents for registration are prepared. In particular: protocol or decision to reduce capital; a new version of the Charter indicating the new amount of the capital; notarized and completed And ; confirmation of the notification of creditors (original journal with a note or a copy of the publication form certified by the director’s signature; calculation of the value of net assets when reducing the capital capital based on clause 4 of Article 90 of the Civil Code
Obtaining documents certifying changes in the authorized capital	Within five days after submitting the required package of documents tax office registers the changes, and the applicant receives the amended charter and a sheet of entry in the Unified State Register of Legal Entities regarding the reduction of the capital

By reducing the face value

The procedure for reducing the capital through a change in the nominal value is provided for in Article 20 of Federal Law No. 14. It is determined here that the value of all existing shares should decrease at par.

However, the size of the shares remains the same. That is, the newly established amount of capital is divided among the participants in proportion to the percentage of shares.

As a result, the size of each participant’s share remains the same, but costs less. The reason for the change in the nominal value of the charter capital may be a decrease in the valuation of the organization's net assets.

But it is not necessary; the capital can be reduced at par at the request of the participants. In this case, the amount by which the capital is reduced can be returned to the founders.

The main thing is that such a return does not reduce the value of the existing net assets, and that it does not become less than the established authorized capital.

By paying off the share owned by the company

Reducing capital by paying off the shares of founders is impossible. First, the shares must pass to the company as a result of:

share repurchase;
exclusion of the founder from the list of participants;
transfer of shares to the company if alienation is impossible;
failure to pay the share on time.

When purchasing a share, the company pays the participant its actual price. This is determined based on the data in the accounting report for the last reporting period. In this case, the company incurs losses on the amount paid.

The share of the company based on the general founding decision must:

distributed among participants in proportion to the ratio of their shares;
purchased by individual participants;
be sold to third parties.

If, after a year, the share received by the company is not sold or distributed, then it must certainly be repaid.

In this case, the nominal value of the capital is reduced by the value of the redeemed share. This leads to an increase in the share of participants in size. The nominal value of the shares does not change.

Making a decision

The decision to reduce the authorized capital is made by the meeting of participants. The default number of participants who agree with the decision is two-thirds of the votes, but the Charter may provide for a different ratio.

The adopted decision is recorded in the minutes of the general meeting. If in the organization sole founder, then he personally decides on the need to reduce the authorized capital.

He formalizes his resolution in the form of a decision of the sole founder. Both the protocol and the decision become the basis for starting the procedure to reduce the amount of the Criminal Code.

Sample protocol

The minutes of the general meeting of founders regarding the reduction of the authorized capital are drawn up according to the following scheme:

The protocol number is indicated	Name of the organization, date of creation of the document, time and duration of the meeting
The composition of participants is prescribed	Indicating total number votes and number of votes of present founders
The chairman of the meeting is indicated	And the documenting secretary
The agenda is written	—
A list of speaking participants is written down	For each, the essence of the speech and the results of voting on the decision are briefly outlined. The decisions are summed up
The document is certified by the chairman	Meetings and secretary

What a general meeting of LLC participants looks like regarding a decision to reduce the authorized capital can be seen using an example.

Accounting entries

When the authorized capital is reduced, the accounting and tax accounting of transactions regarding the organization's funds changes. Postings regarding the reduction of authorized capital in accounting differ depending on the method of reduction.

So, when decreasing the capital according to legal requirements The following postings can be made:

When the authorized capital is reduced at the initiative of the founders:

Dt80 Kt75	The participant leaves the company and takes his share in full
Dt81 Kt75 (50, 51, 52) and Dt80 Kt81	The company buys back the share, records the buyback and then cancels the purchased share, reducing the authorized capital
Dt80 Kt91	Reducing the capital by reducing the nominal value while maintaining the difference for the company in the form of income
Dt80 Kt75	Reducing the capital by reducing the nominal value and paying the difference to participants as income
Dt75 Kt91	Refusal of a participant to receive the difference when the capital is reduced at par and recognition as such as income of the company

What could be the consequences?

When the amount of authorized capital is reduced in accordance with legislative requirements, the organization does not generate taxable income.

This is due to the fact that the organization does not acquire. If the capital is reduced for other reasons, the difference from the reduction is recognized as income received.

When income remains in the organization, it is the profit of society, taken into account in non-operating income. Sometimes the difference after capital reduction is paid to the participants.

In this case, the participants are considered to have received income. Therefore, must be paid. It does not matter whether the participant received the payment in monetary or property form.

For example, is it really necessary to register changes to the Criminal Code, since all changes are recorded in the Charter and are reflected in the organization’s accounting records.

Some difficulties arise when reducing the capital of a joint-stock company, because the value of shares may change.

Also, certain nuances relate to determining the ratio of the organization’s net assets and its authorized capital, which should be followed in this situation.

The procedure for reducing the criminal capital must be followed thoroughly, which means that all possible features must be taken into account.

Is registration required for the procedure?

According to the organization, there is no obligation to notify creditors in writing about a decrease in the amount of the authorized capital.

In the absence or delay of notification, the LLC may be fined five thousand rubles. Since when the capital is reduced, its nominal value changes, modifications must be entered into the Unified State Register of Legal Entities.

Ignoring the registration of changes in the Federal Tax Service may become the reason for the liquidation of the LLC at the request of the registration authority.

For a joint stock company

The authorized capital of an OJSC is reduced in situations predetermined and on the independent initiative of the participants.

Capital is reduced due to:

reduction in share price at par;

reducing the number of shares, including through the purchase of shares by the company.

The acquisition of shares by a joint stock company and their subsequent redemption is possible only when such a possibility is provided for by the Charter. In any case, it is necessary to issue shares.

When the authorized capital is reduced by reducing the par value, new shares with a lower par value are issued and placed through conversion into old shares.

It is important that the JSC is obliged to notify in writing all creditors of the company within thirty days from the date of the decision to reduce the capital.

Writing an explanatory note

When preparing accounting reports, the value of net assets is calculated. This is assessed quarterly and at the end of the year.

The annual and interim reports disclose the value of net assets. When creating annual reports, the calculation results are displayed directly in the reports.

This indicates the net asset value at the time of verification. This note is used as a documentary basis when capital is reduced due to a discrepancy between net assets and the amount of capital.

Reducing the value of the authorized capital of an LLC is possible both by decision of the founders and in order to avoid liquidation.

But in any case, the order of the reduction process must be followed, and all changes must be properly recorded.

To determine what the authorized capital represents and consists of, let us turn to existing regulations.

According to paragraph 1 of Article 14 of Law No. 14-FZ and paragraph 1 of Article 90 of the Civil Code of the Russian Federation, the authorized capital of a limited liability company is made up of the nominal value of the shares of its participants and determines the minimum amount of its property that guarantees the interests of the LLC’s creditors. A contribution to the authorized capital of an LLC can be money, securities, other things or property rights or other rights that have a monetary value (clause 1 of Article 15 of Law No. 14-FZ).

Based on the above, the authorized capital is the investment of the founders in the business company they create.

In the process of financial - economic activity The size of the authorized capital may change, either upward or downward.

The moment of state registration is recognized as the entry by the registering authority of the corresponding entry into the relevant state register (Clause 2, Article 11 of the Federal Law of August 8, 2001 N 129-FZ “On State Registration of Legal Entities and individual entrepreneurs").

An increase in the authorized capital of a company is allowed only after its full payment and can be carried out at the expense of the company’s property, and (or) at the expense of additional contributions of the company’s participants, as well as at the expense of contributions from third parties accepted into the company, unless this is prohibited by the company’s charter (Article 17 of Law No. 14-FZ). When increasing the authorized capital of a limited liability company, the provisions of Articles 18, 19 of Law No. 14-FZ should be taken into account.

The authorized capital is integral part property of the company and its increase is a positive indicator financially - economic activity. In the event of an unfavorable financial situation, when there is no other property, the claims of creditors can be satisfied at the expense of the authorized capital.

The company is liable for its obligations with all its property (Clause 1, Article 3 of Law No. 14-FZ).

The decision to reduce the authorized capital can be made by various reasons. Making such a decision is not always a sign of deterioration financial condition society. When assessing the stability and investment attractiveness of a society, experts usually consider a set of indicators. The size of the authorized capital correlates primarily with the assessment of the company's net assets. However, in the interests of creditors, the legislation provides for the obligation to notify the decision taken reduce the size of the authorized capital.

Reduction of authorized capital. Paths and limits

LLC has the right, and in some cases provided for by Law No. 14-FZ, is obliged to reduce its authorized capital (Clause 1, Article 20 of Law No. 14-FZ).

A decrease in the authorized capital of a company can be carried out by reducing the nominal value of the shares of all participants in the authorized capital of the company and (or) redeeming shares owned by the company.

The company does not have the right to reduce its authorized capital if, as a result of such a reduction, the size of the authorized capital becomes smaller minimum size authorized capital of LLC. In this case, the minimum amount of the authorized capital of the LLC is determined in accordance with Law No. 14-FZ on the date of submission of documents for state registration of the relevant changes in the company’s charter. In cases of mandatory reduction of the authorized capital in accordance with Federal Law No. 14-FZ, the minimum amount to which the authorized capital of an LLC can be reduced is determined as of the date of state registration of the company. As stated above, the currently established minimum authorized capital for an LLC is 10,000 rubles. This amount of authorized capital is effective from July 1, 2009.

As stated above, if you reduce the authorized capital without fail, provided for by law, then the minimum amount of the authorized capital in force on the date state registration of the company.

Until July 2009, the size of the authorized capital of the LLC must be no less than one hundred times the minimum wage (minimum wage) established by federal law on the date of submission of documents for state registration of the company (clause 1 of Article 14 of the Federal Law of February 8, 1998 No. 14-FZ, as amended dated October 27, 2008).

According to Article 5 of the Law of June 19, 2000 No. 82-FZ, the base amount used to calculate taxes, fees, fines and other payments, the amount of which is in accordance with the law Russian Federation determined depending on the minimum wage, as well as payments for civil obligations established depending on the minimum wage from January 1, 2001 - 100 rubles, and from July 1, 2000 - 83.49 rubles.

It would seem that if the registration date of an LLC falls on the period from January 1, 2001 to July 1, 2009, then the authorized capital can be reduced to 10,000 rubles (100 x 100 rubles), and if the registration date falls on the period from July 1, 2000 to 1 January 2001, then the authorized capital is reduced to 8349 rubles (100 x 83.49 rubles).

At the same time, according to paragraph 11 of the Resolution of the Plenum of the Supreme Court and Supreme Arbitration Court of the Russian Federation dated December 09, 1999 No. 90/14Z, the law prohibits the reduction of the authorized capital of a company if, as a result, its size becomes less than the minimum amount of authorized capital determined in accordance with Article 14 of Law No. 14 -FZ on the date of submission of documents for state registration of the relevant changes made to the charter (and not on the date of state registration of the company). Therefore, when submitting documents for state registration of changes in 2011, the size of the authorized capital must be at least 10,000 rubles.

Important

In 2011, the authorized capital of an LLC can only be reduced to 10,000 rubles.

Reducing the authorized capital of a company by reducing the nominal value of the shares of all participants must be carried out while maintaining the size of the shares of all participants in the company.

Mandatory reduction of authorized capital

Due to certain legal provisions, a limited liability company has an obligation to reduce its authorized capital. A number of such norms are contained in Federal Law No. 14-FZ.

It is necessary to reduce the authorized capital, for example, in case of incomplete payment of the authorized capital within a year from the date of state registration of the company. The unpaid part of the share in such a case passes to the company. Such part of the share must be sold in the manner and within the time limits established by Article 24 of Law No. 14-FZ. If the unpaid part of the share is not sold, then the authorized capital is reduced to the actually paid amount (unless incomplete payment of the authorized capital does not lead to the liquidation of the company) (clause 3 of article 16, clause 5 of article 24 of Federal Law No. 14-FZ).

A similar situation may arise if a participant leaves the LLC, since the participant’s share in this case passes to the company. If the share of the withdrawing participant of the LLC is not distributed and sold within one year from the date of transfer of the share to the company, then the share must be redeemed and the size of the authorized capital of the company must be reduced by the amount of the nominal value of this share (clause 1, article 26, p. 5 Article 24 of Federal Law No. 14-FZ)

If at the end of the second and each subsequent financial year the value of the company's net assets turns out to be less than its authorized capital, the company is obliged to announce a reduction in its authorized capital to an amount not exceeding the value of its net assets and register such a decrease in the prescribed manner (clause 3 of Article 20 of the Law No. 14-FZ). Since the procedure for assessing the value of net assets for a limited liability company is not approved by law, the net assets of an LLC are assessed in accordance with the Procedure for assessing the value of net assets of joint-stock companies, approved by Order of the Ministry of Finance of Russia and the Federal Commission for the Securities Market of Russia dated January 29, 2003 No. 10n/03-6/pz (Letter of the Ministry of Finance of Russia dated January 26, 2007 No. 03-03-06/1/39).

If at the end of the second and each subsequent financial year the value of the company's net assets is less than the minimum amount of authorized capital established by Law No. 14-FZ on the date of state registration of the company, the LLC is subject to liquidation.

To each and everyone - we are reducing the authorized capital

Reducing the authorized capital is not best indicator financial and economic activities. However, it will not be possible to hide this fact. Within the deadlines established by law, changes will have to be registered, and the decision made to reduce the authorized capital will have to be announced.

Currently, the Company is obliged, within 30 days from the date of the decision to reduce its authorized capital:

notify in writing of the reduction of its authorized capital and about his new amount of all creditors of the company known to him;
post a message about the decision made in the press, which publishes data on state registration of legal entities.

The company's creditors have the right, within 30 days from the date of notification to them or within 30 days from the date of publication of the message about the decision made, to demand in writing the early termination or fulfillment of the relevant obligations of the company and compensation for losses.

State registration of a decrease in the authorized capital of a company is carried out only upon presentation of evidence of notification of creditors in the manner established by paragraph 4 of Article 20 of Law No. 14-FZ.

Documents for state registration of changes made to the company's charter in connection with a decrease in the authorized capital of the company and changes in the nominal value of the shares of the company's participants must be submitted to the body carrying out state registration of legal entities within one month from the date of sending the last notice to creditors about the reduction in the authorized capital of the company and about its new size.

For third parties, such changes become effective from the moment of their state registration (clause 4 of article 20 of Law No. 14-FZ).

We are reducing the authorized capital in a new way

From January 1, 2012, changes regarding the reduction of the authorized capital of a limited liability company introduced by Federal Law of July 18, 2011 No. 228-FZ “On Amendments to Certain legislative acts of the Russian Federation in terms of revising the methods of protecting the rights of creditors when reducing the authorized capital, changing the requirements for business companies in the event of a discrepancy between the authorized capital and the value of net assets."

Thus, since 2012, a limited liability company is obliged to make a decision to reduce the authorized capital of the company to an amount not exceeding the value of its net assets, or a decision to liquidate the company if the value of the company’s net assets remains less than its authorized capital at the end of the financial year following the second financial year or each subsequent financial year, at the end of which the value of the company’s net assets was less than its authorized capital. The decision is made by the company no later than six months after the end of the relevant financial year. That is, since 2012, regardless of the size of net assets at the end of the second financial year, the company may not make a decision to reduce the authorized capital.

IN new edition, in particular, paragraphs 3, 4 of Article 20 of Law No. 14-FZ are set out. Now the company will be obliged to report the decision to reduce the authorized capital to the body carrying out state registration of legal entities within three working days after adoption said decision. In addition, the company is obliged to publish a notice of a decrease in its authorized capital twice, once a month, in the press organ in which data on state registration of legal entities is published.

The notice of reduction of the company's authorized capital must indicate the following information:

full and abbreviated name of the company, information about the location of the company;
the size of the company’s authorized capital and the amount by which it is reduced;
method, procedure and conditions for reducing the authorized capital of the company;
description of the procedure and conditions for the company’s creditors to submit a claim provided for in paragraph 5 of Article 20 of Law No. 14-FZ, indicating the address (location) of the permanent executive body society, additional addresses, by which such demands can be made, as well as methods of communication with the company (telephone numbers, fax numbers, addresses email and other information).

The changes also affected the rights of claim of the company's creditors. Thus, if the rights of claim of creditors arose before the publication of a notice about reducing the authorized capital of the company, then the creditor has the right to demand from the company early fulfillment of the corresponding obligation no later than thirty days from the date of the last publication of the above-mentioned notice. If it is impossible to fulfill the obligation ahead of schedule, the creditor has the right to demand its termination and compensation for related losses within the specified time frame. The statute of limitations for filing this claim in court is six months from the date of the last publication of the notice of reduction of the company’s authorized capital.

In this case, the court has the right to refuse to satisfy the claims of the company’s creditors if the company proves that:

as a result of reducing its authorized capital, the rights of creditors are not violated;
the security provided is sufficient for the proper performance of the relevant obligation. This follows from paragraph 6 of Article 20 of Law No. 14-FZ, which was introduced by Law No. 228-FZ.

Tax consequences for society and founders

Corporate income tax

If a company reduces its authorized capital in accordance with the requirements of the legislation of the Russian Federation, then, according to subparagraph 17 of paragraph 1 of Article 251 of the Tax Code of the Russian Federation, no income arises for profit tax purposes.

In other cases, the amounts by which the authorized capital has been reduced are recognized as income if, when the authorized capital is reduced, the company refuses to return the cost of the corresponding part of the contributions to the organization’s participants. The specified income is recognized as non-operating income in accordance with paragraph 16 of Article 250 of the Tax Code of the Russian Federation.

Reducing the authorized capital of a company leads to tax consequences for the founders, both legal entities and individuals. According to the Ministry of Finance and the Federal Tax Service of Russia, in the event of a voluntary reduction of the authorized capital of a participant in a given company who receives the corresponding property, income arises that is taken into account for the purposes of taxation of corporate profits. This conclusion follows from Letters of the Ministry of Finance of Russia dated 02/17/2009 N 03-03-06/1/71, dated 01/13/2009 N 03-03-06/1/4, Federal Tax Service of Russia for Moscow dated 12/14/2007 N 20- 12/119673.

Personal income tax

In accordance with paragraph 1 of Art. 210 of the Tax Code of the Russian Federation, when determining the tax base, all income of the taxpayer received by him, both in cash and in kind, or the right to dispose of which he has acquired, is taken into account. The list of income that is not subject to personal income tax is given in Article 217 of the Tax Code of the Russian Federation. This list is exhaustive and income received as a result of reducing the authorized capital is not included in this article. Based on the above norms, as well as letters from the Ministry of Finance of Russia dated October 6, 2010 N 03-04-05/2-602 and the Federal Tax Service of Russia dated March 19, 2010 N 03-04-05/2-113, property received by the founder-individual in connection with a voluntary reduction of the authorized capital of the LLC is recognized as income subject to personal income tax.

The company, when paying income to participants - individuals, is recognized as a tax agent and is obliged to withhold and transfer the amount of personal income tax to the budget (clauses 1, 2, 4 of Article 226 of the Tax Code of the Russian Federation).

The authorized capital of an LLC is formed when the organization is opened. The minimum size is limited by law. The cost of capital is approved by the founders and reflected in the Charter of the enterprise. When forming capital, parts of the value are distributed among the founders. The ratio of shares is recorded in the minutes of the general meeting. We will tell you in this article how the authorized capital of an LLC is reduced.

Reasons for reducing the authorized capital

The legislation provides for the possibility of a voluntary reduction in the amount of the authorized capital (AC) and the obligation to force a reduction in value. Mandatory cases include:

Incomplete payment of the share of the management company, mandatory payment before the expiration of a year from the date of registration. The share of the fund that is not redeemed in a timely manner by the founder passes to the company.
Identification of the value of net assets (NA) below the capital based on the results of activities for the second and subsequent years. The fund must be reduced to its net assets. A reduction in the amount below the minimum established by law obliges the enterprise to liquidate.
The emergence of a free part of capital formed when the founder leaves the membership. The sale of a person’s share is carried out within a year, after which the amount is repaid by the company with a simultaneous decrease in the value of the capital.

The reasons for the voluntary reduction in the size of the capital company is the desire of society to avoid bankruptcy. The second most common reason is reorganization. The shares of the founders are subject to redemption upon merger or accession.

Procedure for registering a reduction in authorized capital

The legal right to a reduced value of the charter capital arises after a step-by-step procedure and registration.

Stages of registration	Document flow
Making a decision to change the amount	The minutes of the general meeting are published with a quorum of 2/3 of the founders or a decision the only participant
Notification of the Federal Tax Service	Submission of form P14002
Partner notification	Distribution of notifications and double notification in the official gazette
Preparation of documents	Publishing a new version of the Charter and filling out form P13001
Submitting documents to the Federal Tax Service	Carried out by a manager or responsible person

Grounds for reducing the authorized capital of LLC

The general meeting of founders has the right to voluntarily reduce the amount of capital. At least 2/3 of all founders must participate in issues related to the management company and distribution of shares. The procedure for holding a meeting is documented in in writing, for which a secretary is selected from among the founders or a third party is invited, whose data is reflected in the protocol.

The conduct of the meeting is entrusted to the chairman, who announces the agenda and is responsible for the quorum, the correct formulation of the question and the legal force of the decision. The chairman is elected from among the participants present.

The decisions made by the meeting are recorded in one or more minutes at the request of those gathered. The document may be published in several copies according to the number of participants and for submission to the registrar. The issues under consideration include:

Consideration for acceptance new value UK.
A method for reducing the size of a charter capital. The legislation provides for the implementation of 2 options: by reducing the size of the shares of each participant or by paying off the part owned by the LLC. If the amount of previously established shares of participants is reduced, the difference is paid at the discretion of the management body, unless otherwise established in the constituent documents.
The obligation to adopt a new edition or changes to the Charter.
The obligation to make changes to the constituent documents with registration of data in the register.

The meeting determines the person responsible for preparing and submitting documents to the Federal Tax Service.

Notification of the Federal Tax Service regarding the reduction of capital

When making a decision to reduce the size of the capital capital, you must inform the Federal Tax Service of your intention within 3 days. An application form P14002 is provided for notification. If the organization abandons its intentions at the stage of the procedure, the same form is used to submit the refusal. The document is submitted on paper without blots, erasures or corrections. There is no stitching; the sheets are held together with a paper clip.

When submitting the form, you must attach the minutes of the meeting of founders with the decision to reduce the authorized capital. The application is submitted by a manager who has the right to represent the interests of the company without a power of attorney or another person whose right is confirmed by a power of attorney. The person must prove his identity with a passport.

Notification of creditors about reduction of authorized capital

The company is obliged to notify creditors of the reduction in the size of the authorized capital. The company is obliged to send it to partners by registered mail. Additionally, the message is published in the official publication - “Bulletin of State Registration”. The journal provides the opportunity to publish by submitting a notification through the official website. Documentation deadlines:

When published in the newsletter, information is provided: data on the name and location of the company, the size of the capital before and after the reduction, the method of changing capital, the procedure for filing claims.

List of documents for registration

The Federal Tax Service requires you to submit a package of documents to register a decrease in the capital capital. The state service is paid; a fee is paid for making changes. A package of documents is submitted to the Federal Tax Service:

A new edition of the Charter or a list of changes made to the document. The forms indicate the reduced amount of the authorized capital. The document is submitted in 2 copies.
Application form P13001.
Original receipt with details of the duty paid.
Minutes of the meeting or the decision of the sole participant. The documents remain in the organization's file.
A copy of the notification to partners when publishing a message in the official gazette.

If the value of the capital is reduced to the value of net assets, the list includes the calculation of the net asset value. There are no rules for calculating NA. The calculation is presented in any order.

The duration of the registration procedure is 5 days, after which the representative or director of the company receives a new version of the Charter certified by the registrar and a sheet of entry into the register.

Taxation when reducing the authorized capital

When repurchasing shares with a simultaneous refusal to receive payment for the amount of cost, the company generates non-operating income (clause 16 of Article 250 of the Tax Code of the Russian Federation). The amount is included in non-operating income after registration of changes. Enterprises that use the simplified tax system when keeping records take into account non-operating income taking into account the provisions of Art. 250 of the Tax Code of the Russian Federation (Article 346.15, Article 248 of the Tax Code of the Russian Federation). In the event of a decrease in the value of capital to bring them to the value of the NA, income does not arise (Article 251 of the Tax Code of the Russian Federation), which also applies to enterprises using the simplified tax system.

Accounting entries when reducing the authorized capital

Example of share repurchase with subsequent repayment

The Crocus enterprise withdrew from among the founders of Segment LLC. The participant’s share was 20%, which in total amounted to 15,000 rubles. The redemption was made at face value. The organization Segment LLC reflects in its accounting:

The cost of the share was redeemed and accepted for accounting: Dt 81 Kt 75 – 15,000 rubles;
The cost of the share was paid by bank transfer: Dt 75 Kt 51 – 15,000 rubles;
The cost of the management company was reduced by the purchased amount: Dt 80 Kt 81 – 15,000 rubles.

Accounting for transactions depends on the method of reducing the capital. If the meeting of founders decides to reduce the size of the shares of participants, the reduction is made in proportion to the percentage of shares.

An example of a reduction in authorized capital due to reorganization

The meeting of the founders of Temp LLC recorded the intention to reduce the value of the shares of the management company in connection with the upcoming reorganization. The participants consist of 2 persons with equal parts of shares. Total cost The authorized capital is 300 thousand rubles. The reduced cost is 100 thousand rubles. To register changes, a state fee of 800 rubles was paid. By decision of the manager, the difference was paid to the founders. In the accounting of Temp LLC, the following entries are made:

According to the Federal Tax Service, the amount of the difference paid between the nominal and reduced shares is subject to personal income tax. The company has the obligation of a tax agent. The date of receipt of income (tax withholding) is the day of payment from the cash register or receipt of the income to the current account. The issue is controversial and can be challenged in court. In the event of a forced reduction of capital (to the value of the NAV), the difference is not paid to individuals.

Key questions and clarifications

Question No. 1. Is there any provision for payment of the difference to the founders between the sizes of shares in the event of a voluntary reduction of capital?

Payment of the difference is not provided for by law and is paid only by decision of the company's management body.

Question No. 2. Can the Federal Tax Service refuse to register the Charter when capital is reduced if a different amount is indicated when notifying partners and publishing it?

If there is any discrepancy in data of any kind, the registering authority has the right to refuse registration until the errors are corrected.

Question No. 3. Is the amount received when reducing the capital capital taxed if the shares are redeemed without redemption? The company uses UTII.

Non-operating income is not revenue received as part of an activity subject to a single tax. Profit tax is paid on the amount in the manner prescribed by the generally established system. When combining modes, the amount is fully taken into account in the non-operating income of the OSN.

Question No. 4. Who should be indicated as the payer of the state duty when registering a decrease in the capital?

The payer of the state fee is the applicant on whose behalf the application is being submitted.

Question No. 5. How is the capital capital reduced if part of it is contributed by property?

Shares of the founding fund may be contributed by property. After making a share in the management company, the property becomes the property of the enterprise, expressed in the total value. The reduction of the capital is carried out on a general basis with the withholding of personal income tax and payment of tax to the budget.

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Thanks for this good service! A very successful direction when you can choose the best one from many answer options or put together the truth from several.
And at the same time, using the example of other service participants to gain experience in certain issues.

18 November 2015 16:15

reduction of authorized capital, authorized capital of LLC

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Lawyer, Elektrostal

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Elena, hello!

Will it be correct if the sole founder decides to reduce the charter capital, due to the fact that the Company’s net assets have become less than the charter capital?
Elena

yes, this is even his obligation by force of law, HOWEVER, for this it is necessary that the net assets be less than the capital for at least 2 years starting from the 2nd financial year of the LLC’s activity (creation)

Article 20. Reduction of the authorized capital of the company
1. Society has the right and in cases provided for by this Federal Law, it is obliged reduce your authorized capital.
A decrease in the authorized capital of a company can be carried out by reducing the nominal value of the shares of all participants in the company in the authorized capital of the company and (or) repayment of shares owned by the company.
The company does not have the right to reduce its authorized capital if, as a result of such a reduction, its size becomes less than the minimum amount of authorized capital determined in accordance with this Federal Law on the date of submission of documents for state registration of the relevant changes in the company’s charter, and in cases where, in accordance with By this Federal Law, the company is obliged to reduce its authorized capital as of the date of state registration of the company.
Reducing the authorized capital of a company by reducing the nominal value of the shares of all participants in the company must be carried out while maintaining the size of the shares of all participants in the company.
Art. 20, Federal Law of 02/08/1998 N 14-FZ (as amended on 06/29/2015) “On Limited Liability Companies” (ConsultantPlus)

4. If the value of the company's net assets remains less than its authorized capital at the end of the financial year, next for the second financial year or each subsequent financial year, at the end of which the value of the company’s net assets was less than its authorized capital, the company no later than six months after the end of the relevant financial year is obliged to make one of the following decisions:
1) on reducing the authorized capital of the company to an amount not exceeding the value of its net assets;
2) on the liquidation of the company.
Art. 30, Federal Law dated 02/08/1998 N 14-FZ (as amended on 06/29/2015) “On Limited Liability Companies” (ConsultantPlus)

If the value of your net assets is less than the authorized capital and is expected only at the end of this financial year, then you have the right to reduce the authorized capital (but are not obligated).

Having made such a decision, you will have to publish a notice about it in the press, and creditors will demand early fulfillment of obligations

3. Within three working days after the company makes a decision to reduce its authorized capital, the company is obliged to report such a decision to the body carrying out state registration of legal entities, and publish it twice with a frequency of once a month in the press organ in which data on state registration is published. registration of legal entities, notification of a decrease in its authorized capital.
4. The notice of reduction of the company’s authorized capital shall indicate:
1) full and abbreviated name of the company, information about the location of the company;
2) the size of the authorized capital of the company and the amount by which it is reduced;
3) the method, procedure and conditions for reducing the authorized capital of the company;
4) a description of the procedure and conditions for the filing by creditors of the company of a claim provided for in paragraph 5 of this article, indicating the address (location) of the permanent executive body of the company, additional addresses at which such claims can be made, as well as methods of communication with the company (telephone numbers , faxes, email addresses and other information).
5. The creditor of the company, if his rights of claim arose before the publication of the notice about the reduction of the authorized capital of the company, no later than thirty days from the date of the last publication of such notice, has the right to demand from the company early fulfillment of the corresponding obligation, and if it is impossible to fulfill such obligation early, its termination and compensation associated losses. The statute of limitations for filing this claim in court is six months from the date of the last publication of the notice of reduction of the company’s authorized capital.

Should our situation be brought under clause 4 of Art. 30 of the Federal Law “On LLC”, when it is necessary to either reduce the capital of the LLC, or liquidate the LLC (independently or through the tax court?) due to the fact that the value of the net assets of the LLC is less than the minimum amount of the authorized capital??
Elena

if there are prerequisites for ending 2015 with assets less than the authorized capital and 2014 ended with net assets less than the authorized capital, then within 6 months of 2016 you can reduce the authorized capital or liquidate (this must be the decision of the participant)

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Client clarification

Thanks for the answer.

Dmitry, our goal is to liquidate the LLC. We do not understand whether it is possible and advisable to begin the liquidation process without an initial reduction in the capital? Or is it better to first go through the procedure of reducing the capital with a two-month interval, and then the liquidation itself. We plan to first sell the building for a reasonable price, pay tax under the simplified tax system (6%), so that the founder does not end up with 13% of the amount of the building received after the liquidation of the LLC, and then apply to the tax office for a reduction in the capital, citing an expired patent and sale buildings. Can they suspect the founder's evasion of taxes in these actions, or will these maneuvers not arouse their suspicion?

The authorized capital can also be reduced voluntarily, based on the decision of the Company’s participants. This procedure is called a reduction in the nominal value and must be carried out while maintaining the ratio of shares of participants.

For example: AAA LLC has a capital in the amount of 20,000 rubles and two founders, Mr. X and Mr. Z, who have shares in the Company 50/50 (10,000 / 10,000), since a reduction in the share is possible up to 10,000 rubles, then after the reduction their shares will remain in a 50/50 distribution, but at a nominal value of 5,000/5,000 rubles.

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Step-by-step instructions for the procedure

If the law or the founders have identified the need to reduce the capital, the following steps should be taken.

Step 1. Meeting of participants

On at this stage a meeting of the Company's Participants takes place, at which a decision is made collectively (or individually, if the LLC has a single founder) to begin the procedure for reducing the capital. Based on the results of the meeting, a document is drawn up, which reflects this decision and the future size of assets.

Step 2. Notification to the tax office

Within three days, the LLC is obliged to notify the registration authorities (IFTS) of its decision.

To do this you should prepare documents:

Step 3. Notify creditors

The obligation to notify creditors about the start of the process, since this increases their risks, is assigned to LLCs by law. Today there is no need to notify lenders in writing about changes; it is enough to publish a notice about this in the State Registration Bulletin. The LLC must publish it twice - the first time upon receipt of a notification from the tax office about making an entry and the second time a month later.

It is necessary to adhere to deadlines, since the creditor’s statute of limitations against the LLC is counted from the time of the last publication. The notice must detail the addresses and telephone numbers at which creditors can submit claims.

Step 4. Changes in the constituent documents (Charter)

As soon as the second message is issued with the publication of changes in the amount of the authorized capital, the organization is obliged to enter new data into the Charter and transfer the following documents to the tax office:

The decision of the meeting of founders to change the size of the charter capital.
The LLC Charter in a new edition or amendments to the current Charter.
Confirmation of publication of the notice (certified paper copy or printed copy).
Receipt for payment of state duty.

Timing and cost

The Federal Tax Service is notified of the intention to make changes within 3 days after the decision is made.

If the application is accepted, then no later than 5 days from the date of its submission, the tax office is obliged to enter into the Unified State Register of Legal Entities information that the LLC is in the process of reducing its capital.

From this moment, creditors can begin to make claims, since all data is in the public domain, however, the Limited Liability Company is required to publish a notice of changes twice - the time that the LLC must withstand between publications is 1 month. After the release of the latest publication, the Federal Tax Service will register changes in the LLC Charter within 5 days. Thus, it will take about 45 days for the entire procedure - from the moment the decision is made to the moment the changes are made to the Charter.

Cost of state duty for filing an application is 800 rubles, the size of the publication fee is individual, as it is summed up from the size of the text ready for publication; today, printing 1 square centimeter of a message costs 106.20 rubles.

Preparation of company accounting documents

If the reduction occurs through decapitalization of the participants’ shares with their subsequent payment, then in accounting this is displayed as follows:

The debt to pay the amount of the Criminal Code goes through the debit of account 80 “Authorized capital” and the credit of account 75, subaccount 75.1 “Reserves for contributions to the authorized capital” and is recorded on the date of amendments to the Unified State Register of Legal Entities.
Payment of the amount of debt to the founders is recorded by postings Dt 75, subaccount 75.1, Kt 51 “Settlement accounts”. In this case, since the previously invested funds are being returned, there is no obligation to pay.

If the payment of the participant’s share is made by transferring the ownership of the enterprise’s property (equipment, real estate, etc.) to the founder, then the sequence of actions is as follows:

Valuation of fixed assets.
On account 01 “Fixed assets”, a sub-account “Retirement of fixed assets” is opened.
The debit of the new subaccount indicates the amount of the amount for which the property is retired, and the credit indicates the amount of accumulated depreciation.
The residual value of the object is the other income of the LLC and is debited from account 01 to 91 “Other expenses and income”, subaccount 91.2 “Other expenses”.

Documents that need to be completed: , . It is worth remembering that personal income tax on the cost of disposed fixed assets is accrued and must be paid.

Consequences of the procedure for LLC

The procedure entails a decrease in credit confidence in the enterprise, since the assets of the LLC - its reliability - decrease; bank employees call this “increasing credit risks.”

However, these changes affect not only the financial, but also the business reputation of the organization, because the withdrawal of assets from the balance sheet is always perceived as a signal of impending bankruptcy.

A decrease in the capital of the borrower LLC may also lead to aggravation of relations with creditors. According to the law, creditors can demand fulfillment of the borrower’s obligations ahead of schedule, if they can prove in court that reducing the capital increases their risks or violates their rights. Such claims arise, as a rule, if the size of the authorized capital was significant or its reduction occurred through the transfer of fixed assets to the founders, the residual value of which was noticeably lower than the market value.

The process of reducing the authorized capital is a complex and multi-stage procedure. All stages of its implementation require documentary confirmation and strict adherence to deadlines.

In addition, it leaves an imprint on the image of the enterprise and causes close attention to the LLC from the regulatory authorities - it is through the reduction of the capital that unscrupulous founders often commit financial fraud for deliberate bankruptcy. That is why experts call for reducing the organization’s capital only in cases of extreme necessity, because an unqualified decapitalization procedure can become the basis for.

For information about what authorized capital is, see the following video: