Registration of LLC - contribution of the authorized capital. The term for the introduction is limited to 4 months from the date of registration.
CAPITAL AMOUNT: The minimum amount of the authorized capital is 10,000 rubles (the maximum is not limited, but can be determined by the charter) - Art. 14 FL No. 14-FL of February 8, 1998 "On LLC". The amount is determined before registration and is indicated in the constitutional documents.
IMPORTANT: the size of the authorized capital reflects the reliability of the company, since it is a kind of protector of the finances of creditors in case of non-fulfilment of obligations.Thus, it is assumed that the higher the authorized capital, the more reliable the company. Nevertheless, in order to start a business cheaper, many founders limit themselves to the minimum.
WHAT DOES THE MINIMUM AUTHORIZED CAPITAL MEAN?
The amount can be disposed of at your discretion, as there are no legal restrictions for this. That is, an amount of less than 10,000 rubles may not always be on the account or at the cash desk. BUT! The main thing is that from the second financial year, the organization has at least 10,000 assets on its balance sheet!
Example. When the authorized capital is contributed, 10,000 rubles will become a liability in the line “Authorized capital” and 10,000 rubles will fall into “Cash and cash equivalents”.You can buy raw materials with this money, then the amount will go from cash to the “Inventory” line. At the same time, the equality of assets and liabilities is maintained.
The contribution of the authorized capital is the duty of the founders. The shares determine who owns the company and in what proportion, which is important, firstly, when making decisions, and secondly, when liquidating the company.
THE FORM OF THE AUTHORIZED CAPITAL. Payment for shares can be made in money, securities, other things or property rights or other rights that have a monetary value (Article 15 of the Federal Law "On LLC").
IMPORTANT: in case of payment of shares in the authorized capital of the company by NON-monetary funds, the participants of the LLC and an independent appraiser are jointly and severally liable for its obligations in the amount of overestimation of the value of the property contributed to pay for the share in the authorized capital within 3 years from the date of registration of the LLC or amendments to the company's charter. The charter may establish the types of property that cannot be contributed to pay for shares in the authorized capital of the company!
DEADLINES FOR AUTHORIZED CAPITAL PAYMENT. It is determined by the founders, BUT the period should not exceed FOUR MONTHS from the date of registration (Article 16 of the Federal Law “On LLC”). The share cannot be paid LOWER than the nominal value, since the payment of the share at a price below its nominal value will mean incomplete payment of the share.
NB:
The actual share value is a part of the net asset value of the LLC, proportional to the size of the share of the participant. And the nominal value of the share is a part of the authorized capital of the LLC, proportional to the size of the share of the participant. 1, 2 art. 14 Law No. 14-FZ
In case of incomplete payment of the share within the established period, the unpaid part shall be transferred to the company. Thus, if one of the founders did not contribute a share on time, then it is distributed among other participants. THE RIGHT TO VOTE GIVES ONLY THE PAID PART OF THE AUTHORIZED CAPITAL. An agreement on the establishment of a company may provide for the collection of a penalty (fine, penalty interest) for dereliction of duty to pay shares in the authorized capital of the company. The law does not impose a penalty for non-payment of the authorized capital. However, if the authorized capital of the LLC is not paid within the prescribed period, then the company may be liquidated by force.
WHO PAYS?
Every man for himself. If one person pays the authorized capital for all, then the bank returns the funds to him due to the overpayment.The founders contribute in proportions in which they are going to own the company.
HOW TO DEPOSIT THE AUTHORIZED CAPITAL TO THE ACCOUNT:
For this purpose, it is necessary to have an open or reserved bank account.
1 Non-cash payment from the card of an individual to the account of LLC. Indicate in the purpose of the payment: “Contribution of the founder’s full name to the authorized capital of LLC “company name” OR “Payment by the founder of the full name of the authorized capital of LLC “company name””
NB! the founder-organization have to issue a PAYMENT ORDER
with the analogical payment name. IT IS MANDATORY TO KEEP THE DOCUMENT CONFIRMING PAYMENT
2 Cash at the bank's cash desk.
Analogically. Visit the bank branch and deposit the required amount into the account. The bank will record the receipt in the cash receipt order and give you one copy of this document. Check that the purpose of the payment matches the purpose - "contribution to the authorized capital."
3 Deposit money to the reserved account.
Some banks allow you to use the account even before signing the agreement. This is a reservation or account booking service. It is free - you just need to go to the bank's website and fill out the form. The authorized capital can also be deposited into the reserved account. When the bank approves the application and you sign the agreement, the reserved account will automatically become a company's account, and the authorized capital will be on it. It is not necessary to report to the Federal Tax Service on the contribution of the authorized capital. They know it from your founding documents and balance sheet.
WHEN PAYMENT OF AUTHORIZED CAPITAL IS PROHIBITED:
- Contribute money to the authorized capital by a non-resident through the cash desk. Thus, the law is violated (clause 3, article 14 of the Federal Law “On currency regulation and currency control” dated 10.12.2003 No. 173-FZ)
- A foreign company (or domestic), in which more than 50% of the authorized capital is owned by a foreign person, contributes to the authorized capital of radio, television, channels and programs (Article 19.1 of the Law "On Mass Media" dated December 27, 1991 No. 2124-1)
- An LLC with one participant wants to become a founder of another LLC, state bodies and local self-governments cannot become founders of an LLC (clause 2, article 7 of the Federal Law “On LLC” dated 08.02.1998 No. 14-FZ);
- Military personnel act as founders of an LLC (clause 7, article 10 of the Federal Law “On Military Personnel” dated May 27, 1998 No. 76-FZ).
List of sources:
1. https://podelu.ru/article/vnesenie-ustavnogo-kapitala-na-raschyetnyy-schyet-
oоo/
2. https://podelu.ru/article/gde-otkryt-raschyetnyy-schyet-ooo/
3.Law of the Russian Federation of December 27, 1991 N 2124-I "On the Mass Media"
4.Federal Law No. 14-Fl of February 8, 1998 "On Limited Liability Companies"
5. Federal Law "On military personnel" dated May 27, 1998 No. 76 Fl
6. Federal law "On currency regulation and currency control” of December 10, 2003 No. 173-Fl
7. Civil Code of the Russian Federation "Civil Code of the Russian Federation (Part One)" dated November 30, 1994 N 51-FZ