Enterprise capital can be viewed from several perspectives. First of all, it is advisable to distinguish between capital real, those. existing in the form of means of production, and capital monetary, i.e. existing in the form of money and used to acquire means of production, as a set of sources of funds to provide economic activity enterprises. Let us first consider money capital.

Own and borrowed capital

Funds supporting the activities of an enterprise are usually divided into own and borrowed funds.

Equity enterprise represents the value (monetary value) of the enterprise’s property, which is entirely owned by it. In accounting, the amount of equity capital is calculated as the difference between the value of all property on the balance sheet, or assets, including amounts not claimed from various debtors of the enterprise, and all liabilities of the enterprise at a given point in time.

The enterprise's own capital consists of various sources: authorized or share capital, various contributions and donations, profits directly dependent on the results of the enterprise’s activities, additional capital, targeted financing. A special role belongs to the authorized capital, which will be discussed in more detail below.

Borrowed capital- this is capital that is attracted by an enterprise from outside in the form of loans, financial assistance, amounts received on collateral, and other external sources for a specific period, under certain conditions under any guarantees.

The organization's sources of borrowed capital are:

  • long-term loans and borrowings;
  • short-term loans;
  • advances from buyers and customers;
  • long-term lease of fixed assets;
  • etc.

Authorized capital

Enterprise capital is the monetary value of the enterprise's property.

By sources of formation The capital of an enterprise is divided into equity and borrowed capital.

Of particular importance in the equity capital of an enterprise is the authorized capital - the basis for the creation and operation. The authorized capital combines the right to own and dispose of property and the functions of a guarantor of the property rights of shareholders.

The authorized capital plays the most important role in the functioning of the organization, since its funds are the basis for the economic activities of the organization and on its basis most of the funds are formed, Money organizations.

Authorized capital represents the totality of funds (contributions, fees, shares) of the founders (participants) in the property when creating an enterprise to ensure its activities in the amounts determined by the constituent documents.

The authorized capital is the initial, initial capital for the enterprise. Its value is determined taking into account the proposed economic (production) activity and is fixed at the moment state registration enterprises.

Formation of authorized capital

The formation of the authorized capital of joint stock companies has certain features. The authorized capital consists of a certain number of shares different types with a set value. The procedure for forming and changing the authorized capital is regulated by relevant legislative acts. When creating an enterprise, it is necessary to determine the necessary and sufficient amount of authorized (share) capital.

Authorized capital formed from contributions (contributions) of the founders(participants at the time of creation of the organization); it must be no less established by law size. The composition of the authorized capital depends on the legal form of the organization. The authorized capital consists of:

  • from the contributions of participants (share capital) for business partnerships and for limited liability companies (LLC);
  • par value of shares for joint stock company(JSC);
  • property shares (production cooperatives or artels);
  • authorized capital allocated government agency or organ local government.

Any changes in the size of the authorized capital (additional issue of shares, reduction in the par value of shares, making additional contributions, admitting a new participant, joining part of the profit, etc.) are allowed only in cases and in the manner provided for by the current legislation and constituent documents.

When forming the authorized capital, additional sources of funds may be generated - share premium. This source occurs during the initial issue, when shares are sold at a price above par. The amounts received are credited to additional capital.

Additional And spare capital is formed in the organization mainly as additional reserves of the organization to cover unexpected losses and losses of the organization. For example, an organization’s reserve fund is formed without fail by annual deduction of at least 5% of net profit and must be at least 15% of the authorized capital. Additional capital is a source of funds for the organization, which is formed as a result of the revaluation of fixed assets and other material assets. Regulations prohibit its use for consumption purposes.

retained earnings represents the organization’s funds after the formation of trust funds and payment of all mandatory payments. Retained earnings form a multi-purpose fund, which accumulates profit funds. Each organization independently decides on options for the distribution and use of net profit.

Funds special purpose - These are funds that are formed for the purpose of subsequent targeted expenditure of financial resources.

Capital structure

One of current problems is the task of choice optimal structure capital, i.e. determining the ratio of own and long-term borrowed funds.

The ratio between own and borrowed sources of funds is one of the key analytical indicators characterizing the degree of risk of investing financial resources in a given organization.

The capital structure ensures its minimum price and, accordingly, the maximum price of the organization, the optimal level of financial leverage for the organization. Financial leverage is a potential opportunity to influence an organization’s profit by changing the volume and structure of long-term liabilities. Its level is measured by the ratio of the growth rate of net profit to the growth rate of gross income (i.e., income before interest and taxes). The higher the leverage value, the more nonlinear the relationship (sensitivity) becomes between changes in net profit and profit before taxes and interest, and therefore, the greater the risk of not receiving it. The level of financial leverage increases with increasing share of borrowed capital. Thus, the effect of financial leverage is manifested in the fact that an increase in the share of long-term borrowed funds leads to an increase in return on equity, but at the same time there is an increase in the degree of financial risk, i.e. an alternative between risk and expected return arises.

When making decisions on the capital structure, other criteria must be taken into account, for example, the organization’s ability to service and repay debts from the amount of income received, the size and sustainability of projected cash flows for servicing and repaying debts, etc. An ideal capital structure maximizes the total value of an organization and minimizes its total cost of capital. When making decisions on capital structure, industry, territorial and structural features the organization, its goals and strategies, existing capital structure and planned growth rate. When determining financing methods (issue of shares, loans, etc.) and debt financing structures, costs and risks must be taken into account alternative options financing strategies, market trends and their impact on future capital availability and interest rates etc.

The real capital of an organization reflects the totality production resources, which usually include:

  • main capital;
  • working capital;
  • personnel (personnel).

TO fixed capital include fixed assets, intangible assets and long-term financial investments. Working capital is spent on the purchase of funds for each production cycle (raw materials, basic and auxiliary materials, etc.), as well as on wages. Fixed capital serves for a number of years, working capital is completely consumed during one production cycle.

Fixed capital in most cases is identified with the fixed assets of the enterprise. However, the concept of fixed capital is broader, since in addition to fixed assets (buildings, structures, machinery and equipment), which represent a significant part of it, fixed capital also includes unfinished construction and long-term investments - funds aimed at increasing the capital stock.

Personnel (personnel) is understood as the totality of workers employed at the enterprise and included in its payroll.

Authorized capital is a complex of material and monetary resources that provides the starting base for the founding and development of an organization. From a legal point of view, the authorized capital of an organization is the cash equivalent of the company’s property, which will be used to repay the loan when debt arises.

In this article you will read:

  • What is the authorized capital of an organization
  • When it is formed
  • What does the authorized capital consist of?
  • How to properly divide capital into shares
  • Subtleties in accounting for the authorized capital of an organization
  • Why is it necessary to conduct an audit and analysis of the authorized capital?

What is the authorized capital of an organization

Authorized capital is the sum of all assets that the founders invest in creating an enterprise, for example, a partnership or joint-stock company. The authorized capital of a commercial organization is needed to start activities and further return funds to its lenders as the enterprise develops and becomes established. It follows from this that over time this asset of the company does not disappear, but remains; moreover, the size of the organization’s authorized capital in the future will increase with the best scenario several times.

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It can be concluded that the main function of the authorized capital of an organization is the insurance of partners and creditors, in relation to whom the enterprise has a number of obligations. Unlike other types of capital, the size of the authorized capital of an organization has a certain and fixed value established when creating a legal entity. In this regard, the company is responsible for maintaining the amount of the authorized capital at the required level in accordance with the statutory documents.

It often happens that at the time of closure of the organization, the size of the authorized capital does not satisfy the reimbursement of all costs to the persons to whom the organization had obligations. The size of the authorized capital of an organization is the difference between the obligations of a legal entity and its property.

What is included in the authorized capital of the organization

The composition of the authorized capital of the organization is represented by shares, the number of which is determined by the charter. The formation of the authorized capital of an organization in accordance with the Civil Code of the Russian Federation occurs at the expense of: the nominal value of shares purchased by shareholders and the value of property that was transferred by the company to its founders. This may include various buildings, structures, equipment, funds and securities in any currency. A contribution to the authorized capital of an organization can be made by transferring the rights of use to Natural resources, land and water, as well as on intellectual property. Based on current market prices and the collective decision of company participants, it is possible to evaluate contributions in the form of property and property rights. Based on the results of this decision, the share of participation of all contributions in the authorized capital is determined, and its value is distributed among all the founders of the company. At the time of establishment of the organization, shares should not be publicly available for sale.

How the authorized capital is divided into shares

The authorized capital of commercial organizations is divided into shares when the number of partners in them is more than one. The amount of the partner’s share is expressed as a fraction or percentage, for example, 50% or ½. The real value of a partner's share is actually comparable to the value of the company's assets, i.e. they are directly proportional. This means that if the company’s net assets are equal to 100 thousand rubles, and the participant’s share is 25%, then the actual value of the share will be 25 thousand rubles.

The company's charter may limit the size of a partner's share and the right to change the ratio of shares of participants. These provisions of the Charter are provided for at the stage of creation of the organization or are subsequently changed or completely removed from the Charter. Any changes to the Charter are discussed by all members of the company at general meeting.

What functions does the authorized capital perform?

1. The starting function expresses the ability of shareholders to have private rights entrepreneurial activity. The profit received after a certain period of time, subject to the successful operation of the organization, may significantly exceed the size of the authorized capital of the organization. Despite this, the authorized capital will still be the most reliable liability item.

2. Warranty function. The authorized capital of a commercial organization is a guaranteed minimum and a certain component of the company that is necessary to return funds to creditors. Therefore, it is extremely important to encourage the participants of the company to organize the capital in fact and maintain it at the level determined by the Charter. Achieving these goals occurs in accordance with the following provisions of the Civil Code:

  • clause 3 art. 99 of the Civil Code of the Russian Federation, which prohibits subscription to shares until full payment of the authorized capital is completed;
  • clause 3 art. 102 of the Civil Code of the Russian Federation, in accordance with which, makes it impossible for shareholders to receive dividends even in the case of fully paid-up authorized capital.

3. A function that determines the share of participation in the authorized capital of the organization of each founder in the company. The authorized capital is divided into parts, and each part has its own nominal price. The share and position of a shareholder in the company is determined by the ratio of the amount of one share price to the amount of capital. The lowest nominal share price helps to successfully attract a wide range of people to participate in the organization. This, in turn, will allow you to accumulate funds. It is worth noting that if the number of shareholders exceeds 50 people, this organization must change into a closed joint stock company.

How is the authorized capital formed?

The formation of the authorized capital of the organization is carried out different ways and depends on the chosen organizational and legal form of the enterprise. There are two main types of forms of organization for legal entities:

Partnerships;

Joint stock companies.

The difference between these forms is as follows: by purchasing shares that provide the right to own part of the enterprise, the participant becomes a co-owner of the joint-stock company. To become a co-owner in a partnership, you must be among the founders, make a contribution to the authorized capital, or buy out the share of one or more partners.

It can be concluded that the formation of the authorized capital of a joint-stock company is carried out through the sale of shares, and of a partnership - thanks to the contributions of the founders, through which they have the opportunity to obtain a share in the ownership of the enterprise. One more distinctive feature The difference between these types of organizations is that in joint stock companies there are many more owners, and their composition changes faster and much easier. However, this does not apply to closed joint stock companies.

It is important to note that the board of a joint stock company is carried out by a general meeting of shareholders, and the management of the partnership is carried out by all its members jointly. This difference between these forms of organization indicates that for small enterprises it is more convenient to organize a partnership, and for larger ones - a joint-stock company.

There are other, less popular forms of organization - these are municipal enterprises and cooperatives. The formation of a municipal company occurs at the expense of local and national budget funds. Such creation of the authorized capital of a commercial organization does not mean the founding of a new institution; it is the renaming and reorganization of an existing institution.

Contribution to the authorized capital of another organization occurs at the expense of shares of its participants. Cooperatives are primarily made up of people who are both the owners of the enterprise and its employees. The difference between cooperatives and partnerships is that they usually have a significantly larger number of participants and the size of the investment in the company does not depend on the right to participate in its management and receive significant dividends. The responsibility of the owners of cooperatives is much higher than the responsibility of the members of the majority of partnerships. It can only be compared with the liability of members of a full liability partnership. Most of partnerships have partial liability. The size of the authorized capital of such an organization, as a rule, is insufficient to reimburse all costs in the event of bankruptcy of the company.

What can be done in this situation? In accordance with the law, persons towards whom the partial liability partnership has any obligations must be clearly prepared to make a decision possible problems based on the authorized capital fund. The personal property of partnership members or their income from participation in other partnerships cannot be used to pay off debt in the event of bankruptcy.

How does capital change occur?

The size of the authorized capital of the organization in favor of increasing occurs if the following conditions are met:

Involving funds from the founders of the enterprise in addition to previously invested, attracting new founders, as well as additional issue of shares or increasing their actual value;

The desire to increase reserve and additional capital, net profit by exceeding the plan, as well as dividends, i.e. founder's income;

Acquisition by state unitary enterprises of additional sources of financing in the form of subsidies from municipal and state bodies.

Reducing the authorized capital of an organization is possible in the following options:

Purchase of shares by a joint-stock company, and the prospect of their further cancellation, as well as the loss of one or more founders of the organization;

Achieving the size of the organization's authorized capital to the size of net assets, eliminating unreimbursed losses and repaying them by reducing the value of shares and repaying losses by reducing the contributions of enterprise participants;

Confiscation of a certain share of the authorized capital from a unitary enterprise.

Does the owner need to pay taxes in connection with a change in the authorized capital?

Elena Muratova, head of tax practice at the Russian Consulting Club in Moscow:

Increase the authorized capital. If, in the process of revaluation of fixed assets, there is an increase in the composition of the authorized capital of the organization, and, as a result, the acquisition by shareholders of a participation interest or shares in excess of those already existing, then in this case this cannot be considered taxable income, and personal income tax should not be paid (according to paragraph 19 Article 217 of the Tax Code of the Russian Federation). As for retained earnings and the increase in authorized capital due to this, the Ministry of Finance and the Federal Tax Service of Russia does not explain anything in Article 217 of the Tax Code. We can conclude that this profit in the form of receiving shares and securities is the income of shareholders.

With this option, it will be necessary to pay personal income tax (letters from the Ministry of Finance of Russia dated March 12, 2010 No. 03-04-06/2-30, dated April 28, 2007 No. 03-04-06-01/133, dated January 26, 2007 No. 03-03 -06/1/33, dated December 19, 2006 No. 03-05-01-04/336 and the Federal Tax Service of the Russian Federation dated June 15, 2006 No. 04-1-03/318). However arbitrage practice indicates the opposite. As an example, consider the FAS resolution Northwestern district dated April 23, 2008 in case No. A26-3819/2007. Just one founder of Meridian LLC, using retained earnings, increased the size of the organization’s authorized capital. However, the tax committee concluded that in this case the head of the LLC must pay personal income tax, but the court ruled that the process of increasing the size of the authorized capital is recorded in the accounts accounting company, and no payments were made to the owner of Meridian. A similar position of the court can be found in other decisions: FAS North-Western District dated April 2, 2009 No. A56-9244/2008, FAS Ural District dated May 28, 2007 in case No. F09-3942/07-S2, FAS East Siberian District dated July 25 .2006 in case No. A33-18719/05-F02-3629/06-S1. Therefore, I strongly advise you to go to court if you, a participant or shareholder of an LLC, have been assessed a penalty or fine by the Tax Committee after increasing the authorized capital.

Let's look at the option in which a participant in the organization is entity. Is income tax paid after increasing the authorized capital and property of the organization in this case? The answer is: it all depends on the legal form of the company - LLC or CJSC (OJSC). According to the Tax Code and subparagraph 15 of paragraph 1 of Article 251, it is established that profit from the difference between the price of new shares and the cost of starting shares, as well as shares received additionally in the process of increasing the authorized capital of a commercial organization (if the shareholder’s share does not change) is not taken into account in company). Officials believe that in this situation, the founders of the LLC, acting as legal entities, generate non-operating income, which must be taken into account when calculating income tax (see letter of the Ministry of Finance of Russia dated February 18, 2009 No. 03-03-06/2/ 23). I recommend listening to the advice of tax inspectors because judicial practice has not developed on such issues. If your company is simultaneously a participant in another LLC and still decides to file a complaint regarding the accrual of income tax in the process of increasing the size of the organization’s authorized capital, then you can apply the following justifications: the first is the lack of economic benefit (clause 3 of Art. 3 of the Tax Code of the Russian Federation), secondly, the principle of non-discrimination is destroyed because different approaches are used to JSCs and LLCs in similar situations (clause 2 of Article 3 of the Tax Code of the Russian Federation).

Reduction of authorized capital. When reducing the authorized capital of an organization, two questions arise:

  1. Should the company itself pay taxes if its capital has been reduced by its installation?
  2. Do shareholders of a company have to pay taxes, and if so, what taxes?

The first question can be answered by determining whether payments to shareholders were made of the funds released by reducing the authorized capital. If there is non-payment, the company generates unrealized income equal to the released amount. The company will need to pay income tax on this income (Clause 16, Article 250 of the Tax Code of the Russian Federation, FAS resolution Central District dated 07/02/2009 No. A35-3805/08-S21, Federal Antimonopoly Service of the North Caucasus District dated 04/07/2008 No. F08-1417/08-503A). The exception is when the authorized capital of an organization is reduced in cases prescribed by law, and not on the initiative of the founders or shareholders. For example, the size of the authorized capital of an organization is higher than the value of net assets (clause 3 of Article 20 of the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies”). When a closed or limited liability company transfers to shareholders the funds that will appear after reducing the authorized capital, you will not have to pay income tax, because in this situation, the company does not receive income.

The solution to the second question always causes disagreement. Legislators believe that funds arising from a reduction in the authorized capital of an organization should be paid towards personal income tax and taken into account in profits (UFTS, Ministry of Finance of Russia dated November 10, 2006 No. 03-03-04/1/749). However, the court does not agree with this opinion of legislators. In their opinion, shareholders in such a situation do not have economic benefits because they are returning funds that were previously invested in the authorized capital. That is why this capital cannot be considered profit (Resolution of the Federal Antimonopoly Service of the Moscow District dated September 8, 2009 No. KA-A41/8762-09). This means that if you, as a participant or shareholder of an organization, are charged with paying personal income tax, you can go to court and appeal it. In the event that a participant in the enterprise is legal entity, there is no clear answer as to whether he will have to pay tax on income from the amount of funds acquired from reducing the authorized capital of the organization. There is no judicial practice on this topic, but it will still be necessary to fight in court for a conclusion on the abolition of tax payment. The reason for this is very uncertain legal basis in this question: there seems to be no economic benefit, there is no need to pay tax, but in accordance with Chapter 25 of the Tax Code of the Russian Federation, there is no clear answer as to whether it is possible not to take this capital into account in taxable profit.

How to do capital accounting

Accounting for the authorized capital of the organization is carried out on the stock passive account 85 “Authorized capital”, the credit balance in this situation is the amount declared, i.e. registered capital. The debit of this account indicates a decrease in the authorized capital of the organization due to compensation for losses, the elimination of one or more shareholders, or the complete termination of the enterprise's activities. The increase in the authorized capital is expressed by a credit account of 85.

After the enterprise has registered and received a certificate of registration, the following entry is made in the accounting of the authorized capital of the organization:

“D-t sch. 75-1 “Settlements with founders for contributions to the authorized (share) capital” - the amount of registered capital,

K-t sch. 85 “Authorized capital” – the amount of registered capital”

The posting determines the existence of the authorized capital of a commercial organization and the debts of shareholders on deposits that participate in the formation of the authorized capital of this organization.

To analyze the authorized capital of an organization, active sub-account 1 “Settlements with founders for contributions to the authorized (share) capital” and active-passive account 75 “Settlements with founders” are used.

The company will receive a permanent certificate of registration instead of a temporary one after crediting funds equal to at least 50% of the registered authorized capital to the current account organizations D-t sch. 51, Kt. 75-1.

The formation of the authorized capital of an organization occurs through contributions of various types: intangible assets, fixed assets, in the form of materials or other valuables, in funds of various currencies. In parallel with making contributions, shareholders write off their debt from the credit of account 75-1:

Dt sch. 01, 04, 10, 50, 51, etc.,

K-t sch. 75-1.

Accounts that can be debited:

– account 01 “Fixed assets” - displays received fixed assets;

– account 04 “Intangible assets”, if they are included in the authorized capital of the organization;

– account 10 “Materials”, if materials are included in the authorized capital;

– account 12 “Low value and wearable items”, if the shareholder has included them;

– accounts 50 “Cashier”, 51 “Current account”, 52 “Currency account” if the funds are a deposit;

– account 41 “Goods”, goods that are subject to future resale and are the participant’s contribution.

Participants of the organization have the right to change the size of the authorized capital. After legal registration of all amendments made regarding the size of the organization’s authorized capital, the necessary entries are generated that adjust the value of capital in account 85:

Dt sch. 75 – amount of reduction in authorized capital,

K-t sch. 85 – amount of reduction in authorized capital;

Dt sch. 85 – amount of increase in authorized capital, K-t account. 75 – amount of increase in authorized capital.

Price intangible assets and material assets acting as contributions to the authorized capital are determined in agreement between the founders. The same principle is used to analyze the authorized capital of an organization based on deposits and determine the value of securities and other monetary assets.

Valuation of currency and currency values ​​is carried out at the official exchange rate of the Central Bank of the Russian Federation at the time of depositing these values.

The assessment of property and currency that are contributed to the contributions participating in the authorized capital of the organization may differ from the assessment in the constituent documents. In this case, the difference will be written off to account 87 “Additional capital”. This account will show a positive difference in estimates for the debit of the currency, currency valuables and property accounts. Negative difference is displayed inversely accounting entry. This scheme for writing off differences in currency exchange rates and prices makes it possible not to change the shareholder’s share in the authorized capital, which is indicated in the constituent documents.

The ownership right to property transferred for management and use of the organization belongs to shareholders and investors. It is rated by size rent for this property, designed for the full period of its use in the company, however, not for a period exceeding the time of its existence.

Why do you need an audit of an organization's capital?

An audit is a check of an organization according to its accounting, i.e. financial statements in order to determine an opinion about its reliability. The result of the audit is the receipt of an audit report. It is often customary to refer to audits as inspections in various non-financial areas of activity, for example, fire audits. The official meaning of an audit applies in particular to financial audits and is described in the Law “On audit activities".

Who conducts the audit? Individual auditors and audit companies carry out audit activities. An auditor can be called a person who has received the appropriate knowledge and certification as an auditor. The audit company's staff must consist of at least three auditors. Audit companies and auditors must be self-regulatory organization(SRO) auditors.

What are auditors guided by? Audits are carried out in accordance with Federal law dated December 30, 2008 N 307-FZ “On Auditing Activities” and the Federal Standards of Auditing Activities. Also, there is a Code of Professional Ethics for Auditors, which defines his relationship with the client and the main methods of behavior of auditors.

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Who needs an audit? There are two types of audit: proactive - based on at will client and mandatory - legislation obliges the client to certify its financial statements every year. By law, all large and socially significant organizations must undergo an audit.

What happens when evading a mandatory audit? IN Russian legislation, currently, there are no fines for evading a mandatory audit.

Quality audits. There is external and internal quality control. External control is when the quality of work of an auditor or audit company is checked by the SRO, and at certain points by Rosfinnadzor. And internal quality control in each organization is carried out by its own internal audit system.

Why do you need an audit of the authorized capital? The task of monitoring the formation of the authorized capital of an organization is to determine the compliance of the organization’s constituent documents with the existing legislation on correct formation and changing its authorized capital. The methods for obtaining data for conducting an audit are the same as for an audit of statutory documentation. These two items are formally tested in parallel. To audit the authorized capital of an organization, it is necessary to carry out a thorough analysis of documents that confirm the rights to land and real estate contributed by shareholders as a contribution to the authorized capital of the organization.

Verification plan and program. The purpose of the audit is to determine who the shareholders of the company are, to find out the amount of the authorized capital and the size of the share of each participant, methods of distribution of net profit and deduction of dividends. In order to achieve these audit goals in the formation of the authorized capital of the organization, it is necessary to solve the following tasks:

1) Check the procedure for forming the authorized capital;

2) Study the structure of the authorized capital.

During the inspection, be sure to pay attention to the ratio of the authorized capital of a commercial organization to the amount of net assets. Auditors can make recommendations to reduce the authorized capital of the organization to the value of assets if net assets are lower than the authorized capital. If, at the end of the second and each subsequent reporting year, the value of net assets remains below the minimum authorized capital determined by law, the audit organization does not have the right to use the going concern principle in relation to such an enterprise.

The results of the audit are summarized based on the objectives and goals of the audit of this section in the working documents. The results include the following information:

1) Correspondence of the credit balance on account 80 to the amount of the authorized capital specified in the constituent documents;

2) Have the auctioneers’ shares been paid in full;

3) A decrease or increase in the authorized capital has occurred, whether justified or not;

4) Are there any documents confirming financial and business transactions;

5) Is the enterprise operating without a license, etc.

Auditors pay special attention to the accounting and payment of dividends, as well as the accuracy of accrual and timely payment of taxes and other mandatory payments on this profit.

What does an analysis of an organization’s authorized capital provide?

When analyzing the authorized capital of an organization, the main task is to monitor the formation of invested capital, significant integral part which is the authorized capital. By applying the analysis of invested capital, it is possible to estimate ratios, the calculation of which requires data from the constituent documents of the organization.

1. The ratio between announced and placed shares. Reflects the potential probability of additional placement of shares to those already placed. The company does not have the right to additionally place shares if the company's Charter does not contain a provision on declared shares.

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2. The ratio between paid and unpaid outstanding shares. The company is negatively characterized by the presence of unpaid shares, i.e. debts of shareholders on contributions to the authorized capital of a commercial organization. The value of shares that have not been paid will reduce the organization's equity.

3. The ratio between own shares purchased from shareholders and shares that are in circulation. On the company's balance sheet, own shares may be formed as a result of these circumstances: the exercise of the right of shareholders, under certain conditions, to call on the company to buy them; receipt of previously placed shares as a result of a decision made by the board of directors or general meeting of the company. For analytical purposes, it is possible to reduce the authorized capital by the amount of own shares purchased from shareholders.

4. The relationship between the nominal price of outstanding shares and share premium. Reflects the level of overestimation of the value of outstanding shares relative to their par value.

All of the above ratios are applicable to joint stock companies.

A significant function of the authorized capital is the share function. In relation to this function, the control scheme in the organization determines the structure of the authorized capital or the share of shareholders in the authorized capital. The financial and economic condition of an enterprise mainly depends on who manages the organization. That is why, in the process of analysis, it is paramount to assess the structure of control of changes in this structure, as well as formulate a conclusion about the “effectiveness” of the owners of the organization. Find out the degree of their competence and level of interest in the future development of the company.

The most common ways to strengthen control in joint stock companies are:

1. Purchase of shares by enterprise participants or third parties who benefit from the consolidation of control;

2. Purchase of shares by a joint-stock company with their subsequent transfer to interested parties or their complete redemption. The above actions will cause each remaining shareholder's stake to increase.

3. Issue of additional shares by private subscription and redemption of secondary issued shares by interested parties.

4. Education subsidiary company through restructuring. Shares of a subsidiary are used to cover expenses associated with the purchase of shares of the parent company, or other restructuring models with the creation of a subsidiary.

5. Reorganization in the form of spinning off a new company, the shares of which are acquired by the joint stock company itself. Further, these shares, which are on the balance sheet of the joint-stock company, are redeemed by interested parties.

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According to the law, the amount of net assets belonging to a joint-stock company cannot be lower than the size of the authorized capital. Therefore, it is extremely important to analyze the value of net assets and their proportionality to the authorized capital. When analyzing the net asset value, you should identify and evaluate the factors that affect its size.

Essence factor analysis consists of calculating changes in the following balance sheet items. Items with the “*” sign have an impact on the value of net assets from the opposite, i.e. their decrease will lead to an increase in the value of net assets and vice versa:

Authorized capital;
- own shares purchased from shareholders*;
- Extra capital;
- Reserve capital;
- retained earnings;
- uncovered loss*;
- debts of shareholders on contributions to the authorized capital*;
- profit of future periods.

The data, which is calculated on the basis of the net asset value, has enormous analytical significance because the adoption of important decisions for the founders of the company depends on them.

Information about the author and company

Elena Muratova, Head of Tax Practice at Russian Consulting Club, Moscow. "Russian Consulting Club". Area of ​​activity: legal consulting (corporate, tax, international), legal protection of assets. Form of organization: LLC.
Location: Moscow. Number of staff: 26. Main clients: 1st Processing Bank, Profi Center Invest group of companies, Art-Building, Razgulay, RBC, B. Tween Invest, Eastway Capital, Energoplan, Kapsch TrafficCom, Vantage Club .

When registering an LLC and some enterprises, Russian legislation provides for the creation of an authorized capital. In this article we will analyze all the questions about what it is, how it is created correctly and why it is needed in general.

Introduction

The authorized capital is the sum of all contributions of the founders to the development of the new company. It is formed not only from cash - it can include real estate, various property, securities, etc. The size of this capital is not constant: it can increase or decrease, the owners can redistribute it, sell and buy.

The authorized capital consists of property, cash and securities

In Russia and the CIS countries, the Criminal Code has a purely formal meaning - it is usually formed at the minimum acceptable level only in order to fulfill the requirements of the registrar.

At the moment, the minimum authorized capital is 10,000 rubles. It is noteworthy that this figure has not changed for more than 15 years - it was simply “denominated” at one time, but never changed. Deputies and ministers are increasingly saying that it is necessary to increase the size of the criminal capital, citing figures of 50-100 thousand rubles, but as of 2016, the size remains the same.

Increasing the authorized capital will complicate the process of registering one-day companies (at least make it less profitable), and will also increase the level of responsibility of other companies.

Operating principle of the management company

Let's look at why the minimum authorized capital is bad and why it needs to be increased to reduce the number of scammers. So, a certain person decides to open own enterprise. To do this, he goes to the tax office, registers accordingly and organizes an LLC with an authorized capital of 10 thousand rubles. He indicates that he plans to engage in mediation activities, rents an office, buys a desk and a computer for it, spending 15 thousand on it. Then he makes a revaluation, indicating that all his property is valued at 10 thousand rubles (undervaluation is not punishable by law).

The amount of capital is prescribed in the charter and registered with the tax office.

The created LLC works; the entrepreneur searches through the computer and the Internet for suppliers and buyers, that is, he uses it to conduct business activities. Over time, the computer ages and is written off in 3-4 years, the desk also becomes unusable, but this is not reflected in the authorized capital. Then, at one point, the entrepreneur, having earned a reputation, takes the shipment on credit from suppliers, and demands money from buyers in advance. He spends the money on himself, resells the batch and does not return the agreed amount to the supplier, declaring bankruptcy. As a result, he is answerable to his creditors only to the elderly, to no one the right computer and the table - it is the authorized capital of the enterprise that is a kind of “collateral” and guarantor of responsibility. Taxes are also not paid from it - this fund is created as a kind of “ start-up capital” for the enterprise.

Read also: What is EGAIS and how to work with it

The government is also understandable - it does not raise the minimum threshold of authorized capital, because it does not want to reduce economic development, complicating the already difficult life of entrepreneurs. But reverse side The silver lining in this process is the huge number of fly-by-night companies through which billions of rubles go into the shadows/laundered.

How is the Criminal Code formed?

Start-up capital for a company can be:

  1. Money.
  2. Property.
  3. Securities.

The amount of capital is specified in the charter of the LLC. When registering an enterprise, the capital must be formed by at least 50% - the remaining amount is paid over the next 12 months.

Note: Many entrepreneurs forget to increase their authorized capital after registration, to which the tax service immediately reacts by imposing a fine. Don't forget to complete it before the end of the year.

How to increase capital

The minimum size of the charter capital imposes certain difficulties on the operation of the LLC. First of all, this concerns internal procedures.

The share of each participant in the authorized capital is calculated

Key reasons why it is necessary to increase the authorized capital:

  1. The process of assignment or sale of the share of one of the participants in favor of the second (or a new legal entity/individual). In this case, the founders can increase the size of the charter capital by increasing production capacity organizations by capitalizing them. It is noteworthy that all shares of participants are anonymized and are not tied to specific items. If, when organizing an LLC, you contributed property worth 10 thousand (the same computer), then when leaving it you can demand 10 thousand, not property. The management of the company does not have the right to impose payment of property on you - this is done only with your consent. It should also be taken into account that if the value of the contributed property is 20 thousand rubles or more, then the tax inspector may inquire whether you have a certificate of its assessment. Therefore, do it right away so as not to encounter an unpleasant situation later.
  2. Attracting credits or loans. A company that is successfully operating in the market may want to enter a new industry or undertake modernization. For this she needs money, but, as always, there is not enough of it. Therefore, the management of an LLC can take out a loan from individuals or legal entities. Money may also be needed for more trivial things - the purchase of raw materials, construction or major renovation buildings, etc. The lender, by allocating serious funds, wants to play it safe, so he demands to be included in the list of founders. This is a completely legitimate and common requirement. In this case, the authorized capital is increased due to the entry of a new participant. The shares of existing owners are recalculated taking into account the new amount. Usually shares are expressed as percentages - this makes it much more convenient to count and keep records.
  3. If the LLC expands by starting capital construction, then this property can also be included in the Criminal Code. This trick allows you to optimize the tax payment process. Until the property is put into use, it is considered future income, thereby reducing income expenses.
  4. Another option is for the capital to be forcibly increased by the state regulator. Such situations are quite rare, but they do exist. Basically they arise from the symbiosis of a private and public company. For example, the state transfers property to a company to conduct business, but a company with 10,000 authorized capital cannot manage it, since its real cost is millions of rubles. Therefore, first an assessment of the property is made, and then the regulator raises the management company under certain conditions (the state can become the main owner of the LLC).

Note: any reshuffle of the company’s founders and changes in shares must be registered in the Unified State Register of Legal Entities no later than 30 days after the decision is made and recorded.

Also, when changing shares, tax regulations apply to owners. The buyer or seller of the share is required to declare income/purchase and pay the appropriate interest to the budget. You, of course, can save money and arrange the transfer by gift, but it is better to pay a small tax and sleep peacefully. Otherwise, there are always risks that could lead to criminal liability.

When a participant leaves, the authorized capital decreases

How to reduce capital

Now you know what the authorized capital of an enterprise is and how to increase it. But there are times when, on the contrary, it has to be reduced. These may be the following situations:

  1. Exit of a founder or participant with the withdrawal of his capital.
  2. Recalculation of property value through depreciation.

It represents the volume of initially invested assets (most often cash) necessary to start the operation of the enterprise. Its size is not arbitrary, but is established in accordance with certain rules of jurisdiction. Thanks to the authorized capital, it becomes possible to generate funds that are needed for the first steps in commercial activity.

Authorized capital value

Of course, it is important and performs several functions at once. Here are the main ones:

  • it provides creditor protection. What this means is that this capital gives investors an excellent guarantee that they will receive some compensation even if the enterprise does not succeed and is completely ruined;
  • affects positioning in the market. It is by the authorized capital that experienced people judge how successful a company is and what awaits it in the future (although this indicator is not very informative);
  • for a developing company it is the initial capital. Without initial capital, no commercial activity is possible, since without fixed costs and there is no need to spend money on it;
  • used as a means to limit companies' entry into the market. In some cases, activities will not be possible if the company's authorized capital does not meet the requirements. All this is justified by the fact that serious business requires a lot of responsibility.

Minimum authorized capital

Such capital must be calculated in accordance with all requirements established by the regulatory authorities of jurisdiction. Today, almost all countries have established a minimum amount of funds, without which it is impossible to open any company. To register a company, you will need to go through procedures that involve collecting and submitting documents, writing statements, and so on.

It is possible to contribute not only money to the authorized capital, but also material assets, property rights, and even securities - this is quite acceptable.

In this case, calculations are made using the minimum wage, although sometimes the amount in money is also indicated. For a closed joint stock company it is 100 minimum wages, an open joint stock company - 1000 minimum wages, the minimum authorized capital of an LLC must be more than 100 minimum wages, municipal unitary enterprises are 1000 minimum wages, and state enterprises must have an authorized capital of at least 5000 minimum wages. This data applies only to Russia.

Funds, autonomous non-profit organizations and others are not commercial organizations by law can be created without it.

Increase the authorized capital

The size of the authorized capital of CJSC, LLC and other commercial organizations may be increased over time. Without this, the company's growth is impossible. This is only possible if the previous authorized capital has been contributed. The decision to increase it is made directly at the general meeting of the company's members or its shareholders.

Reasons that lead to its increase:

  • the need to finance company growth. In this case, even financing from third parties is possible;
  • the need to provide employees with securities;
  • The reason for its increase may be a merger with another company.

Undoubtedly, a developing company must constantly increase its authorized capital, and information about it, as a rule, should be available to the public.

Reduction of authorized capital

There are cases when companies reduce their authorized capital. The goals here may be different. Here are the most basic ones:

  • to increase share price. The authorized capital grows, and with it the number of shares grows - this leads to their partial depreciation. In other words, its reduction prevents shareholders' shares from being eroded.
  • to optimize authorized capital management.

There is an authorized capital. Its presence as part of the company's property is a requirement of the legislation of the Russian Federation. The formation of appropriate capital has quite a lot of nuances. When solving this problem, it is necessary to follow the legislation and take into account the specifics of a particular business entity. Why does a company need authorized capital? How is it formed and corrected?

What is authorized capital?

Before talking about how the authorized capital of a company is formed, let us study in more detail the essence of this financial element. What are the most popular views among economists regarding its definition?

Authorized capital is traditionally understood as the amount of fixed assets and current assets owned by an enterprise and, as a rule, reflects the amount of money invested in the business.

It is worth noting that the civil legislation of the Russian Federation requires that the authorized capital be distinguished from other funds with similar purposes. Such as, for example, share capital (formed in partnerships), mutual fund (used in cooperatives). Actually, the authorized capital characterizes the activities of business companies - JSC and LLC. The noted types of funds differ according to their status and purpose. Thus, share capital is generally similar to authorized capital, but they differ significantly according to such a criterion as the responsibility of co-investors for the company’s obligations.

Authorized capital is part of the company's own funds, which can also be represented by borrowed cash receipts. Along with it, the structure of the company’s own funds includes additional and reserve funds, as well as retained earnings of the organization. What are they? financial elements included, together with the one under consideration, in the organization’s own funds?

Additional capital is the totality of:

  • monetary amounts reflecting the additional valuation of fixed assets;
  • share premium of a business company;
  • property received by the company free of charge;
  • monetary amounts reflecting budgetary allocations.

Reserve capital is a monetary fund, the purpose of which is the urgent fulfillment of credit and other obligations of the company in case of shortage working capital, the imposition of penalties on it or the emergence of a difficult market situation. For some companies, the formation of a reserve fund is mandatory - for example, for joint-stock companies. Relevant businesses must allocate at least 15% of their authorized capital to the reserve fund.

Retained earnings are the portion of cash generated after the company has received income and made all necessary payments. This resource can be used to form various corporate funds and invest in business. Retained earnings can be cashed out at the request of the company owner.

Functions of authorized capital

Another aspect that will be useful to consider before examining the procedure for forming the authorized capital is its functions. Experts highlight the following list of them.

Firstly, this is an investment function. The authorized capital ensures the circulation of financial resources used for the purchase of various resources necessary for the business.

Secondly, this is a redundant function. It involves the formation of funds in the structure of the company's assets, at the expense of which certain payments can be made in the event of a lack of turnover - for example, on loans or preferred shares.

Thirdly, this is a structural distribution function. It involves the distribution of the company's profits among investors based on their share, primarily in the authorized capital of the company.

What is included in the authorized capital?

Now let’s study the actual way in which the authorized capital is formed. The first question that will interest us is: what is included in the corresponding fund of the enterprise, what resources can it consist of? Formation of the authorized capital is possible practically at the expense of any assets characterized monetary value and liquidity. This could be cash, securities, property.

At the same time, the assessment of their value and at the same time the amount of the contribution of a particular investor can be carried out both based on the results of an agreement between him and the partners, and in accordance with the norms established by law. In the second case, the assessment of the value of assets forming the authorized capital can be carried out with the involvement of external experts.

In general, the sources of resources from which the main financial fund of an enterprise can be formed can be classified into 2 main categories: own and borrowed. But it should be noted that this classification should be considered separately from the assets and liabilities of the company. That is, outside the distribution of the entire capital of the organization into its own and borrowed capital. The first is characterized by reserve, savings, trust funds, retained earnings, rental revenue, and depreciation compensation. Borrowed sources include credit funds - short-term or long-term. The authorized capital can be formed at the expense of only actually own (possessed by the founder or investor) or borrowed (issued on credit by the entrepreneur) funds.

Thus, according to formal criteria, the authorized capital cannot be borrowed, since credit funds issued to the organization form its debt obligations. In turn, the authorized capital, as we noted above, is precisely the source of repayment of the company’s debts.

Requirements for the formation of authorized funds

In the legislation of the Russian Federation there are a number of requirements that must be met by the formation of the authorized capital of an enterprise. First of all - financial. Thus, the minimum amount of authorized capital must correspond to:

  • 10 thousand rubles, if the company is an LLC or non-public joint stock company;
  • 100 thousand rubles, if the company is a public joint stock company.

If we're talking about on the formation of the authorized capital of a state-owned enterprise, then its minimum value should be 5 thousand minimum wages. In municipal enterprises, the corresponding capital must be at least 1 thousand. minimum sizes wages. The formation of the bank's authorized capital involves investing at least 300 million rubles in its composition.

As we noted above, the resources for the formation of the corresponding funds can be any assets with a monetary value. However, there are a number of nuances that characterize investing in the minimum authorized capital established for business companies. The sources of its formation, if we are talking about an LLC, can only be presented in the form of cash.

The minimum capital of an LLC is 10 thousand rubles, and it must be deposited into the company's current account in rubles. In turn, if you need to increase the authorized capital, the sources of formation of its additional volume can be not only monetary, but also presented in the form of other resources - movable or immovable property.

It will be useful to study in more detail how their cash equivalent is determined when we are talking about the formation of the authorized capital of an LLC - as one of the most common legal forms of business in the Russian Federation.

Valuation of property forming the authorized capital

In accordance with the current norms of the legislation of the Russian Federation, regardless of the value of the property that is supposed to be included in the structure of the authorized capital of the LLC, an external expert must be involved in its assessment. It may be noted that previously in Russian legal acts a rule was in force according to which an application to an appraiser was required only if the value of the property from which the authorized capital of the organization is supposed to be formed exceeds 20 thousand rubles.

Now the law has changed. It is worth noting that the founders of an LLC do not have the right to inflate the value of the property that is supposed to be included in the structure of the authorized capital, relative to the indicator determined by the valuation expert. In practice, the legislative innovation under consideration means that it is more profitable for many companies to increase their authorized capital, as in the case of ensuring its minimum value, at the expense of funds - since the services of an appraiser, as a rule, are quite expensive.

We also note that the Civil Code specifies liability mechanisms in the event that the founders of the LLC and the appraiser agree on an unjustified inflation of the value of the property being appraised.

The procedure for forming the initial authorized capital

Let's study some practical nuances that characterize the procedure for forming the authorized capital.

Again, it will be useful to consider them in the context of establishing an LLC as one of the most popular legal forms of doing business in Russia. Before an LLC is registered, it is not necessary to form an authorized capital. In principle, it will not be a violation of the law to pay it in advance - but it is better to make sure that the Federal Tax Service will correctly enter data about the company into its registers, and only after that form an appropriate financial fund. Moreover, when forming the authorized capital, the founder of an LLC may not be in a particular hurry - he has 4 months from the date of its registration to deposit the required amount of funds into the organization’s current account.

In general, the procedures for the formation of the financial fund in question are similar in the joint-stock company. The formation of the authorized capital of a joint stock company does not have to be carried out before the state registration of the company. But as soon as the Federal Tax Service of the Russian Federation enters information about the company into its registers, within 3 months the founders of the company must deposit 50% of the required amount of funds into the current account to form the authorized capital, the rest - within the next 9 months.

Adjustment of the amount of authorized capital

So, we have studied the essence of the authorized capital of companies and discussed how they are formed. Changing the authorized capital is an aspect that may also be of interest to us. Let's consider it.

A change in the authorized capital by increasing or decreasing it can be carried out by the founders of the company after studying the results of business development during the year. In order to adjust the amount of the corresponding capital, it is necessary to make changes to the constituent sources.

An important nuance: in the process of reducing the size of the authorized capital, the interests of creditors should not suffer. Thus, in accordance with the legislation of the Russian Federation, the founders of a joint-stock company must warn creditors that the authorized capital of the company will be reduced, in in writing. In this case, the latter have the right to demand that the company repay loans ahead of schedule or compensate for possible losses in connection with the adjustment of the value of the corresponding funds.

In this connection, it may be necessary to carry out a procedure about which we're talking about? The fact is that the initial formation of the authorized capital of companies does not always reflect the specifics of the segment in which the business is to be developed. In some cases, it may be necessary to attract additional financing due to a lack of working capital. Potential creditors can assess the solvency of a business based on the size of its authorized capital. If it turns out to be insufficient, the corresponding funds will have to be increased. In turn, a reduction in the authorized capital is possible if, for example, the volume of the company’s net assets is insufficient and is less than, in fact, the size of the financial funds in question.

Specifics of mutual and budgetary authorized funds

Having studied what commercial authorized capital is and its formation, we can consider the specifics of funds of a similar purpose, but characterizing the activities of enterprises with a different status. For example, production cooperatives, as well as state and municipal structures.

As for the first ones, mutual funds are formed in them. The main source of their education is contributions from cooperative members. It may be noted that part of the mutual funds must be formed by the time of state registration of the business entity. The remaining amount of contributions must be paid into the structure of the corresponding cooperative fund within a year after entering information about the cooperative in state registers.

When establishing state and municipal enterprises the formation of the corresponding authorized capital is carried out. Its structure is determined by the owner of the business entity. The authorized capital of a budgetary enterprise is paid before its state registration. If it is unitary, then the corresponding capital of the business entity cannot be distributed among any shares. The size of the authorized capital of a budgetary enterprise is fixed in the organization's charter. As we noted above, its minimum value cannot exceed 5 thousand minimum wages - if a state-owned enterprise is being established, or 1 thousand if we are talking about a municipal structure.

If there is a need to increase or decrease the size of the authorized capital of an enterprise, this procedure must be agreed upon with the competent authority. Changing the amount of the corresponding capital can be carried out through different sources, for example, by including any new resources in the structure of its property or by using the profit received by the state-owned enterprise.

As in the case of changes in the size of the authorized capital of a business company, creditors of the budgetary structure must be warned about the adjustment in the size of the corresponding fund. It can also be noted that the volume of net assets of a state-owned enterprise should not be inferior to the size of its authorized capital.

Accounting for authorized capital

Another important aspect characterizing the company’s use of such a financial resource as authorized capital is accounting for the formation of authorized capital in the organization’s accounting department. It is carried out using the following algorithm.

So, if we need to account for such a procedure as the formation of authorized capital, the accounting department applies entries mainly using accounts 75 and 80. How? Account 80 is used to reflect data on the status and flow of funds related to the authorized capital or its analogues, such as the savings fund. Count 80 is passive. It is assumed that its balance will correspond to the amount of the financial resource in question, established following such a procedure as the initial formation of the authorized capital. Documents recording information about the establishment of a company must contain data on the amount of the corresponding capital.

Entries using account 80 are made not only during the formation of the authorized capital, but also when adjusting it - by increasing or decreasing. At the same time, for a legitimate change in such a resource as the authorized capital, accounting for the formation of the authorized capital and the adjustments made requires a preliminary entry into constituent documents firm the necessary amendments. Only if they are made, the accountant begins work with an account of 80. Information on it can be used by the founders of the company in order to track the dynamics of the formation of the management company.

As we noted above, payment for the authorized capital of a company is carried out upon the state registration of the latter. As soon as this procedure is carried out, and also provided that the constituent documents are in order, the accountant needs to apply entries to the credit of account 80 and the debit of account 75 (when using subaccount 75-1). The fact that the founders’ contributions came to the disposal of the company is also recorded on the credit of account 75 and the debits of those accounts that are related to the accounting of values.

These are the main nuances that characterize the accounting for the formation of authorized capital. It must be carried out correctly, since it involves recording data on the most important financial transactions from the point of view of acceptance management decisions management of the enterprise.

Summary

Authorized capital is one of the key financial indicators companies. It is included in the structure of the organization's own funds. But it is actually formed earlier than the rest - by investing the founders’ funds into the capital structure of the company after state registration, and in cases provided for by law - before it in established amounts.

The authorized capital may be important from the point of view of assessing the solvency of the company by the creditor, the prospects of investments in the business by the investor, establishing partnerships between the company's management and other market participants. The rules for its formation depend on the specific type of business entity. The formation of the authorized capital of a bank may differ significantly from the corresponding procedure, which characterizes the formation of the corresponding fund of an LLC, partnership, cooperative, state or municipal enterprise.

For different types of companies, special requirements are established for the size of the authorized capital and the time of its desired payment. It is important to carry out correct accounting of the movement of funds in accounts reflecting transactions with the authorized capital. The formation and change of relevant funds must be accompanied by timely entry of the necessary information into the company’s constituent documents. In cases specified by law, adjustments to the amount of the authorized capital must be carried out taking into account the interests of the company’s creditors.