Increase retained earnings through. How to increase the authorized capital of LLC with minimal tax losses
The founders of the LLC, on the basis of a positive protocol of the general meeting of the founders, decided to increase the authorized capital at the expense of the organization's net profit. The founders of the company are two legal entities. The question is: is it possible to increase the authorized capital in an LLC at the expense of net profit reflected in set 84. Will it be necessary to pay tax on the amount of increase in the authorized capital by the founders (13% from dividends and reflect this in the income tax return) ? What date to pay this tax, the date of the protocol or the date of any other document, so as not to fall under the penalties of the Federal Tax Service on dividend tax? What accounting entries should be made?
1. Yes, you can.
2. For organizations - participants in an LLC, with an increase in the nominal value of shares, non-operating income arises (the amount of increase). From such income it is necessary to pay income tax at a rate of 20 percent, respectively, reflect in the income tax return, i.e. it is not the organization in which the increase is supposed to pay authorized capital, and LLC members.
3. Because LLC participants are legal entities, then income tax on the increased authorized capital must be paid in general order established for organizations, in accordance with the chosen taxation system.
4. In the accounting of LLC, you need to make the following entries:
Debit 84 Credit 80 - reflects an increase in the authorized capital at the expense of the company's retained earnings
The rationale for this position is given below in the materials of the Glavbukh System
accounting
In accounting, reflect the increase in the authorized capital as of the date of state registration of the changes made to the charter of the organization. This is due to the fact that the amount of the authorized capital reflected in accounting must correspond to its size, fixed in founding documents organizations (letter of the Ministry of Finance of Russia dated March 21, 2007 No. 07-05-12/03).
Depending on the source of the increase in the authorized capital, make the following entry in the accounting:
Debit 83 Credit 80
- reflected the increase in the authorized capital at the expense of the additional capital of the company;
Debit 84 Credit 80
– an increase in the authorized capital at the expense of the company's retained earnings is reflected. *
Include the state duty for registration of amendments to the charter as part of other expenses (clause 11 PBU 10/99). For the amount of the state duty paid, make entries in the account:
Debit 68 subaccount "State duty" Credit 51
- the state duty is transferred to the budget;
Debit 91-2 Credit 68 sub-account "State duty"
- the cost of the state duty is attributed to other expenses.
Oleg good,
state councilor tax service RF II rank
BASIC
With an increase in the authorized capital at the expense of the property of the company, the tax base for income tax for the organization does not increase. As a result of such an operation, the organization does not receive any economic benefit and, accordingly, taxable income ().
At the same time, non-operating income (the amount of increase) arises for organizations - participants in an LLC with an increase in the nominal value of shares. On such income, it is necessary to pay income tax at a rate of 20 percent (clause 1, article 284 of the Tax Code of the Russian Federation *). The Ministry of Finance of Russia explained that the benefit provided for
Account 84 is used to reflect and analyze generalized information on retained earnings (uncovered loss), the amount of which is determined based on the results of the reporting financial year. With the help of typical postings and illustrative examples, we will help you understand the specifics of using account 84 and the features of recording operations with retained earnings.
The following entries were made in the accounting of Megapolis JSC:
| Dt | ct | Description | Sum | Document |
| 08 | 60 | A conveyor machine was purchased (175.300 rubles - .741 rubles) | 148.559 rub. | Packing list |
| 19.1 | 60 | The amount of input VAT on the purchased machine is taken into account | .741 rub. | Invoice |
| 01 | 08 | Purchased conveyor machine accepted for accounting | 148.559 rub. | OS commissioning act |
| 68 VAT | 19.1 | The amount of input VAT accepted for deduction | .741 rub. | Invoice |
| Target financing of the cost of the purchased machine is taken into account (due to the use of net profit) | 148.559 rub. | Consignment note, Fixed asset entry act, Profit and loss statement |
Coverage of losses on account 84 at the expense of the founders
According to the results of 2015, Fiesta JSC received losses in the amount of 841,800 rubles. The founders of Fiesta JSC are R.N. Saveliev. (58% stake in the authorized capital) and Markov K.L. (42% share in the authorized capital). By the decision of the board, it was established that the coverage of losses in 2015 will be carried out at the expense of the founders:
- at the expense of Saveliev - 488.244 rubles. (841.800 rubles * 58%);
- at the expense of Markov - 353.556 rubles. (841.800 rubles * 42%).
The protocol of the decision of the board was signed in February 2016. In the same month, funds were received from Savelyev and Markov and the settlement account of Fiesta JSC.
To record operations to cover losses at the expense of own funds founders, the following sub-accounts were opened in the balance sheet of Fiesta JSC:
- 75.1 - Saveliev's funds aimed at repaying the loss;
- 75.2 - Markov's funds used to cover the loss.
The following entries were made in the accounting of Fiesta JSC:
| Dt | ct | Description | Sum | Document |
| 75.1 | 84 | Reflected the debt of Savelyev to pay off the loss with his own funds | 488.244 rub. | Minutes of the decision of the board |
| 75.2 | 84 | Reflected the debt of Markov to repay the loss with his own funds | 353.556 rub. | Minutes of the decision of the board |
| 75.1 | 488.244 rub. | Bank statement | ||
| 75.2 | Funds from Savelyev were credited to pay off the loss of 2015 | 353.556 rub. | Bank statement | |
| 99 PNO | 68 Income tax | The amount of the permanent tax liability is taken into account (488.244 rubles * 20%) | 97.649 rub. | Minutes of the decision of the board |
"Financial newspaper. Regional issue", 2006, N 32
INCREASE IN THE AUTHORIZED CAPITAL OF LLC
DUE TO RETAINED EARNINGS
The size of the authorized capital of any economic entity can be called a calling card: its size determines the minimum amount of property that guarantees the interests of creditors (Article 90 of the Civil Code of the Russian Federation). This ultimately affects the image and investment attractiveness of this enterprise, the opportunities for business cooperation with serious partners and business development.
In this regard, the issue of accounting and taxation for organizations-participants (owners of shares) of operations to increase the size of the authorized capital of the company founded by them at the expense of retained earnings of this company is relevant.
According to the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" (hereinafter - Law N 14-FZ), an increase in the authorized capital is possible in two ways: at the expense of the property of the company itself (Article 18) or at the expense of additional contributions from participants and third parties (art. 19). Let's consider the first of them in more detail.
First of all, it is necessary to pay attention to a number of restrictions established by Law N 14-FZ. In particular, such a decision must be taken by the general meeting of participants by a majority of at least two-thirds of the votes of the total number of votes of the participants, unless otherwise provided by the charter. In addition, the decision is made only on the basis of the financial statements of the company for the year preceding the year during which it was taken. At the same time, the amount by which the authorized capital is increased must not exceed the difference between the value of the company's net assets and the amount of the company's authorized capital and reserve fund.
The law also contains another important clause - this operation leads to a proportional increase in the nominal value of the shares of all participants without changing the size of their shares.
The procedure for accounting for an increase in the authorized capital at the expense of retained earnings of the company itself does not cause difficulties: Dt 75 "Settlements with the founders", Kt 80 "Authorized capital"; Dt 84 "Retained earnings (uncovered loss)", Kt 75. At the same time, in the analytical accounting for account 80, a proportional increase in the shares of its owners is recorded.
As for the reflection of this operation with participants - legal entities, at present it is not directly established by regulatory documents, and it is necessary to be guided by general principles and rules.
So, in accordance with the Instructions for the Application of the Chart of Accounts for Accounting for the Financial and Economic Activities of Organizations, approved by Order of the Ministry of Finance of Russia dated October 31, 2000 N 94n, as well as paragraphs 3, 8, 21 PBU 19/02 "Accounting for financial investments", approved by Order of the Ministry of Finance of Russia dated 10.12.2002 N 126n, the share in the authorized capital of an LLC is accounted for as part of financial investments at the initial cost on account 58 "Financial investments", subaccount 58-1 "Shares and shares".
Paragraph 12 of PBU 19/02 provides that the initial cost of financial investments may change in cases established by law and this Regulation. In this case, the procedure is as follows: a) for investments for which the current market value can be determined; b) for investments for which the current market price not defined; c) in case of depreciation of financial investments (section 5).
Since the current procedure assumes the identity of the amounts listed in the constituent documents (and on the credit of account 80) of the company with the debit balance on account 58 of the organization - a member of this company, the question arises about the procedure for reflecting this operation in the accounting registers and on the accounting accounts of the participant.
In the situation under consideration, the scope of the rights of a company participant remains unchanged, however, there is an increase in the nominal value of the share. It seems that on the basis of paragraph 18 of PBU 19/02, in this case, it is necessary to increase the cost of the financial investment of the organization. This also follows from the restriction specified by Law N 14-FZ that the increase in nominal value is made by an amount not exceeding the value of net assets minus the size of the authorized capital and reserve fund. In other words, it is allowed to "bring" financial investments to their actual value.
The retained earnings of this company aimed at increasing the authorized capital for the founding organization is income on the basis of clause 7 PBU 9/99 "Income of the organization", approved by Order of the Ministry of Finance of Russia dated 06.05.1999 N 32n. The absence of actual receipt of funds does not matter, since the income is received in the form of an increase in the nominal value of the share. Recall that, in contrast to tax accounting in accounting, a share in the authorized capital of an LLC as an object of civil rights refers to a variety of property rights (Article 128 of the Civil Code of the Russian Federation).
At the same time, the requirement of paragraph 2 of PBU 9/99 is observed that “an organization’s income is recognized as an increase in economic benefits as a result of the receipt of assets (cash, other property) and (or) the repayment of obligations, leading to an increase in the capital of this organization, with the exception of deposits participants (property owners).
Thus, the specified operation on the accounting accounts of the participating organization will be reflected in the entries: Dt 58, Kt 76; Dt 76, Kt 91.
As for the taxation of this operation, this issue remains controversial.
So, in the Letter of the Ministry of Finance of Russia dated January 11, 2005 N 03-03-01-04 / 2/3, it was indicated that Ch. 25 of the Tax Code of the Russian Federation does not contain rules that allow excluding from the tax base for corporate income tax an increase in the nominal value of a share in the authorized capital of an LLC.
Indeed, according to par. 15 p. 1 art. 251 of the Tax Code of the Russian Federation, when determining the tax base, income "in the form of the value of additional shares received by the organization - shareholder, distributed among shareholders by decision of the general meeting in proportion to the number of shares they own, or the difference between the nominal value of new shares received in exchange for the original ones, and the nominal value of the initial shareholder's shares in the event of distribution of shares among shareholders in the event of an increase in the authorized capital of a joint-stock company (without changing the shareholder's share in this joint stock company)". That is, this benefit applies only to joint-stock companies, in which experts reasonably see the discriminatory nature of this rule.
The tax authorities were of the opposite opinion. The Letter of the Federal Tax Service for the city of Moscow dated June 30, 2005 N 20-12 / 46422 states that the mere fact of increasing the authorized capital of a company does not entail income for its participants, since this company is an independent legal entity, has property on the right of ownership and this property is separated from the property of its founders (participants). Therefore, when the authorized capital of an LLC is increased at the expense of retained earnings, a participant whose share increases in proportion to the share previously owned by him in the authorized capital of this LLC does not arise taxable income.
Federal Law No. 58-FZ of June 6, 2005 amended the composition of non-operating income. If earlier, in accordance with paragraph 1 of Art. 250 of the Tax Code of the Russian Federation, non-operating income recognized income from equity participation in other organizations, then in new edition a reservation was made: with the exception of income directed to pay for additional shares (shares) placed among the shareholders (members) of the organization.
According to some experts, this amendment cannot be applied to the situation under consideration, since additional shares are not placed (acquired) by anyone, but there is a proportional increase in the nominal value of the shares of all participants without changing the size of the shares in accordance with paragraph 3 of Art. 18 of Law N 14-FZ.
In the opinion of the author, taking into account the content of paragraphs. 2 p. 2 art. 43 and pp. 15 p. 1 art. 251, as well as the similarity of economic processes (for JSCs and LLCs), it was necessary to formulate this rule more clearly, including in it a provision that it is also applied in the event of an increase in the nominal value of the shares of the company's participants due to retained earnings.
The lack of clear regulatory regulation of this issue leads to the expression of different opinions. Moreover, tax risks increase due to the need to apply a tax rate of 24%. This follows from s. 2 p. 2 art. 43 of the Tax Code of the Russian Federation, which states that "payments to shareholders (members) of an organization in the form of transferring shares of the same organization into ownership" are not recognized as dividends. This provision may also be applied when the nominal value of the shares of each LLC participant is increased.
In the context of the uncertainty of tax legislation, it is safer for taxpayers from the point of view of possible negative tax consequences to decide on the distribution of profits in the form of dividends (with payment of tax), and then allocate the remaining funds to increase the authorized capital of the company.
A.Amiev
K. e. n.
OOO "Thoriaudit"
Signed for print
09.08.2006
There are situations when it is necessary to increase the authorized capital at the expense of the received profit. This raises the question of how best to do this, given the tax implications of this step.
The easiest way for the owners to achieve their goal is not to withdraw profits from the company, having decided to increase the authorized capital at the expense of retained earnings. An alternative is to distribute dividends, and then increase the authorized capital at the expense of additional contributions. Let's analyze the tax consequences of each method.
The easiest way leads to double taxation
An increase in the authorized capital at the expense of the company's property (retained earnings) leads to a proportional increase in the nominal value of the shares of all participants (clause 2, article 17, clause 3, article 18 federal law dated February 8, 1998 No. 14-FZ “On companies with limited liability"). As a result of such a decision, the owners of income do not arise for the society itself.
However, the Ministry of Finance of Russia is sure that the income arises from the participants. And taxes must be paid from this income during the period of registration of changes to the company's charter. Such clarifications are given in letters No. 03-03-06/1/732 of 09.11.11, No. 03-03-06/1/588 of 26.09.11, No. 03-03-06/1/518 of 25.08.11 ( in relation to legal entities) and letters No. 03-03-06/1/33 dated 26.01.07, No. 03-04-06/4-281 dated 17.09.12 (in relation to individuals). In particular, the Constitutional Court of the Russian Federation (ruling No. 81-О-О dated January 16, 2009) and the Federal Arbitration Court of the North Caucasus District (ruling No. А32-38158/2009 dated December 02, 2009) agree with the regulatory authorities.
It should be noted that when the nominal value of shares is increased due to retained earnings, the JSC does not receive income in accordance with the special rule of subparagraph 15 of paragraph 1 of Article 251 of the Tax Code of the Russian Federation. According to officials, this benefit is targeted and does not apply to LLCs.
In some cases, the courts came to the conclusion that at the time of the increase in the authorized capital, the participant of the company does not receive income. After all, this does not change the actual shares of participants in the authorized capital of the company, their property (obligation) rights. Real income arises from the sale of an increased share in nominal terms (decrees of federal arbitration courts Moskovsky dated 26.02.09 No. КА-А41/1046-09, North-West dated 04.23.08 No. А26-3819/2007, Volga-Vyatsky dated 06.02.08 No. А29-5650/2007, North Caucasian dated 02.25.10 No. A32-38158 / 2009-51 / 646, Volga region dated February 16, 09 No. A65-11409 / 2006 districts).
It turns out that the legitimacy of a tax-free increase in the authorized capital at the expense of the company's retained earnings can be defended only through the courts. Therefore, in our calculations, we will proceed from a more common practice - the income of the participants arises and the tax is paid during the period of registration of changes to the company's charter.
In the future, the troubles of the participants with the payment of tax after the increase in the authorized capital do not end. When they decide to get rid of their share, they will have to pay tax on the same amount again.
It does not matter how the legal entity decides to part with the share in the LLC - to sell, withdraw from the company and receive the actual value of the share, or liquidate the company and receive property upon distribution. In any case, the participant will not pay income tax only on the value of the initial deposit and related expenses (subclause 2.1, clause 1, article 268, subclause 4, clause 1, article 251 of the Tax Code of the Russian Federation).
Individuals reduce the income received by the amount of the contribution only when selling a share (subclause 1, clause 1, article 220 of the Tax Code of the Russian Federation). It is logical to reduce this income by the amount of income from which the tax was previously paid - as provided for transactions with securities (paragraph 8, clause 13, article 214.1 of the Tax Code of the Russian Federation). But for transactions with property rights there is no similar norm, as well as the right to include in expenses at least the amount of previously paid tax.
In the event of withdrawal from the company or its liquidation, the consequences for individual participants are even worse. According to the Ministry of Finance of Russia (letters No. 03-04-06/3-170 dated 15.06.12, No. 03-04-06/3-157 dated 07.06.12, No. 03-04-06/2-126 dated , dated 06.09.10 No. 03-04-06 / 2-204), in such situations, Article 220 of the Tax Code of the Russian Federation does not apply and the entire amount received is income.
Therefore, this method of increasing the share capital of an LLC is potentially problematic.
Alternative way: receive, then give
It is possible to increase the authorized capital at the expense of retained earnings in a roundabout way. At the expense of the property of the owners, by making additional contributions by them (Article 19 of Law No. 14FZ). To do this, the founders of the company first receive dividends (distribute profits), then decide to increase the authorized capital and make additional contributions.
In subsequent transactions with shares, taxation is governed by the rules given earlier. But the amount of contributions of participants includes additional contributions. You will only have to pay tax on them again individuals upon liquidation of an LLC or withdrawal from it. In these cases, it is possible to recommend to the participant - an individual to sell his share to a legal entity.
If profits are distributed first, the tax burden is reduced by almost half
It is obvious that the dividend payment option is more convenient from a tax point of view. It not only allows in the process of increasing the authorized capital to pay taxes in a smaller amount compared to the first option, but in the future, the owners will be able to take into account the amount of the additional contribution when receiving income from the disposal of a share.
However, when practical implementation alternative way the question arises, at whose expense to pay taxes arising from the payment of dividends. That is, whether to deduct these amounts from the capitalized profit or leave the volume of the increase in the authorized capital unchanged. And the participants will take taxes at their own expense. Let's consider the tax consequences of all the described scenarios (see table).
On the numbers
The authorized capital of an LLC is 100 thousand rubles. Both participants have equal shares - 50 percent each (50 thousand rubles). The profit of the LLC, subject to distribution, is 200 thousand rubles, each of the participants accounts for 100 thousand rubles. (20050%). In the first option, the profit was capitalized. In the second and third, they distributed dividends and made additional investments in the amount of dividends received (second option) and distributed (with additional investments in the amount of tax withheld by LLC - third option). After some time, both participants sell their shares at a price of 225 thousand rubles.
Comparison of options for increasing the authorized capital
| Indicators, thousand rubles | Entity | Individual |
|
Option 1. Increase in the authorized capital at the expense of retained earnings |
||
| 150 (50 + 100) | 150 (50 + 100) | |
| The amount of tax after the increase in the Criminal Code | 20 (100 20%) | 13 (100 13%) |
| Disposal of share | ||
| 175 (225 - 50) | 175 (225 - 50) | |
| 35 (175 20%) | 22,75 (175 13%) | |
| 55 (20 + 35) | 35,75 (13 + 22,75) | |
|
Option 2. Increasing the charter capital through additional deposits |
||
| The amount of tax on dividends | 9 (100 9%) | 9 (100 9%) |
| 91 (100 - 9) | 91 (100 - 9) | |
| The value of the share after the increase in the authorized capital | 141 (50 + 91) | 141 (50 + 91) |
| Disposal of share | ||
| Member's taxable income | 84 (225 - 141) | 84 (225 - 141) |
| The amount of tax on the disposal of a share | 16,8 (84 20%) | 10,92 (84 13%) |
| Total. Amount of tax paid | 25 (9 + 16,8) | 19,92 (9 + 10,92) |
|
Option 3. Increasing the charter capital through additional contributions with investments |
||
| The amount of tax on dividends | 9 (100 9 %) | 9 (100 9 %) |
| Amount allocated to increase the capital | 100 | 100 |
| The value of the share after the increase in the authorized capital | 150 (50 + 100) | 150 (50 + 100) |
| Disposal of share | ||
| Member's taxable income | 75 (225 - 150) | 75 (225 - 150) |
| The amount of tax on the disposal of a share | 15 (75 20%) | 9,75 (75 13%) |
| Total. Amount of tax paid | 24 (9 + 15) | 18,75 (9 + 9,75) |
Retained earnings are called the financial volume for a certain period, from which we deduct fees and taxes, possible penalties based on profits. Therefore, retained earnings are often used to increase the authorized capital of LLC (Limited Liability Company) and joint stock organizations. The basis for this is the relevant decision taken by the shareholders and members of the Company.
The statutory fund of the company is increased at the expense of retained earnings in order to attract the attention of creditors and investors. It happens that the Criminal Code is increased due to production needs, for example, to conduct a certain type of activity, the law of the Russian Federation determines the authorized capital in a certain amount. Be that as it may, there are some peculiarities in the increase in the Criminal Code.
Consider what are the features in the formation of the statutory fund.
A special feature is that it is formed not by all subjects, but only by commercial legal entities.
The general features of the fund are:
It is generated and used by all non-governmental organizations;
it is determined by the cost, which is included in the constituent document;
it is used to determine the goals of the legal entity;
it can be increased or decreased, but only to the level provided by law.
As the capital stock increases, the value of all shares increases. This cost will also increase because profits were not distributed in previous periods. The indicators can only be used to increase capital by the shareholders of this company on the basis of a decision made.
It is imperative to control that the increased amount is not higher than the value of the assets, from which the amount of the reserve and the UK is deducted according to the reporting that preceded the process of introducing shares.
To begin with, we will offer two main ways to increase the authorized capital:
1. Make additional contributions. Participants or newcomers make contributions to the company. An additional contribution to the UK occurs in the same way as the authorized capital is formed.
2. Reinvest dividends. If after the reporting period there was a profit, then on general meeting decide to distribute it among the participants (in proportion to the shares that each of them has). But it happens that dividends are not paid. Participants at the general meeting decide to send dividends to increase the UK. It turns out that the participants are left without dividends, but their contribution to the company increases. It turns out that instead of profit, they get the rights of the company.
What could be the reasons for increasing the authorized capital of the company
1. Included new member into the group. When a new member appears in the composition, he makes an additional investment (it can be money or property). Thus, he acquires his percentage of participation in the share, the right to vote during the adoption of important decisions in the company, but also other rights and obligations that other co-founders of the LLC have, and dividends from the company's activities.
2. Commit big deals. When dealing with big companies, including foreign ones, the amount pledged in the authorized capital is of particular importance. Since its value includes the minimum amount of property of the enterprise, which guarantees the interests of shareholders. In the event that the Company becomes bankrupt, the size of the authorized capital is the amount that creditors are able to dispose of. Therefore, this value can be called confidence in creditors when they invest in the activities of a company that has a non-minimum capital (>10 thousand rubles). In another way, let's say that such an enterprise has a more solid appearance.
3. There are not enough funds for turnover. The funds available in the authorized capital of the Company are used to meet the economic and financial needs of the enterprise. In the case when they are missing and there is no necessary profit, then additional investments are made. In addition, when the authorized capital increases due to lack of funds, the company does not need to pay VAT.
4. Obtain a license or certificates. To obtain a license or certificate, certain conditions must be met in relation to the size of the authorized capital. The larger the amount of the authorized capital, the higher the financial stability of the LLC in relation to partners and creditors, and the authorities that issue the license.
How do you decide whether to increase the authorized capital?
As mentioned above, this decision remains with the participants of the society. Relying on general rule, it is required that the votes were not less than 70% of all participants combined. But this rule is not the only one that exists. According to the charter of an LLC, it is possible to provide for much more votes that are required to make a decision regarding an increase in the authorized capital (for example, at least 75% of all participants). Note that by the number of votes, the rules can only be changed to increase them.
The decision of the meeting is confirmed by a protocol signed between the participants of the company.
How to document the increase in the UK
In the decision of the meeting between the participants, you need to specify some information, namely:
The total amount by which the authorized capital is increased;
coefficient, which is determined by the amount of increase in relation to the share of each of the participants;
what size of the UK is planned;
within what period participants must deposit additional funds;
it is prohibited or possible for third parties or participants to additionally make contributions to the company;
what are the deadlines for making investments;
what rules are used to resolve issues with competitive proposals among participants.
How is reserve capital valued?
Inventory for reserve capital is carried out in the same way as for additional capital. Check the calculations, relying on the amount of reserves:
Which were formed under the legislation;
formed according to the founding documents.
Conduct inventory reserve capital to cover losses, redeem the company's bonds, to buy back shares, if no other means.
Retained earnings are reflected in the accounting report, dividing into four sub-accounts:
As retained earnings for previous years;
uncovered loss for previous years;
retained earnings of the current year;
uncovered loss of the current year.
How the net profit of JSC is distributed
By law, joint-stock companies must be guided by accounting, and at the end of the financial year, an accounting report must be drawn up and the distribution of profits and losses must be approved. Therefore, it is the general meeting of shareholders who decides how to properly distribute net profit in a joint stock company. According to the law of the Russian Federation, there are a number of main directions on how to distribute net profit. Among the directions are:
1. Pay dividends. In this situation, the profit is distributed based on the decision of the society.
2. Create a reserve fund. Here the size of the fund is set by the Charter of the company, but minimum size maybe 5% of the total capital according to the Charter.
3. Form a special fund for corporatization of the company's employees. As in the previous situation, this provision is prescribed by the charter of the JSC. All shareholder funds are distributed among the acquisitions of shares that are sold by its shareholders.
4. Increase the authorized capital.
It should be noted that only the supreme governing body decides whether or not to increase the authorized capital and is fixed by the protocol.
They also use these methods to change the size of the UK:
1. All members of the company make additional investments. At the meeting, a decision is made on the size and terms of contributions.
2. Individual members of the company make additional investments, which may come not only from one, but also from a group of members.
3. Accept other participants. At the general meeting, a decision is made on whether new members are needed or not.
4. Increase the authorized capital at the expense of retained earnings. In this situation, investment operations are carried out, as a result of which they receive additional profit and increase capital.
In a joint-stock company, the authorized capital is the total nominal value of all shares. The increase is facilitated not only by the growth in the value of each individual share, but also by additional issues. The cost will also grow due to the fact that there is retained earnings for previous periods. Shareholders make a decision using this data.
You should pay attention to how the capital moves - this is an indicator of the dynamics of the size of the company's capital on the last day of the current year:
The year for which the report is being prepared;
the previous year;
two years ago.
Indicators that have an impact on the size of the company's capital are divided into the following groups:
Increased capital, also net income;
if the property is revalued;
income that is aimed at increasing capital;
additionally issue shares or increase the nominal value of these shares;
reduce capital and loss;
revalue property;
reduce the value of the shares or reduce the quantitative status of the shares;
reorganize entity and its dividends;
change Extra capital;
change the reserve capital.
An important condition is to control the increase in the amount so that it is not higher than the value of assets, from which the amount of the reserve fund and authorized capital is deducted according to reporting data.
When a certain amount is contributed, it is not considered as a sale of any share of the company, therefore, the participant is not transferred the rights to this part. The member who contributes to the fund receives his obligations and rights on the basis that he is a member of the company. It turns out that there is no sale and purchase procedure, so apply cash register equipment is absolutely not necessary for the implementation of such operations.
Make an announcement that a member of the company makes a cash contribution. This document has three components:
Receipt;
ad;
incoming order.
In each paragraph, the information is entered in the same way. Be sure to note the basis on which the investment is made - a contribution to the authorized capital.
At the meeting, they decide not only to increase the Criminal Code, but also decide whether to change the position of the announced additional shares. There are certain points during the issue of shares:
Number of other shares of different types;
choose a placement method;
form of payment and placement price.
When the charter is developed independently, how changes are registered
Starting from the moment when they decide to increase the authorized capital, it is necessary to submit documents to the Federal Tax Service of Russia for the purpose of state registration within a month.
Documents required for tax office, which represent to commit the changes:
1. Application form (R13001), which is approved on the basis of the order of the Federal Tax Service of the Russian Federation, the signature is put by the sole executive agency OOO ( CEO). Required title page and sheet B. The application fixes the amount of the contribution, what property is contributed to the authorized capital, what are the terms and procedure for making investments, the shares that the participants in this fund want to have.
2. Changes made in the constituent documents of the LLC, as they increase the authorized capital.
3. Charter with the new changes.
4. Receipt stating that the state duty has been paid (it amounts to 800 rubles).
Based on practice, we can say that tax officials, in addition to the main list of documents, also ask for a calculation of net assets and a statement of losses and profits for the past year, on which there should be a mark on delivery to the tax office. When the application is signed, the firm registers the fact that all requirements regarding retained earnings have been met and that the amount of increase in the UK is not more than the difference between the authorized capital (the reserve fund is added here) and the NA.
If the document passes state registration and put into Unified State Register of Legal Entities changes, then the tax authorities of the LLC will issue both certificates stating that data has been entered into the Unified State Register of Legal Entities, based on form P50003.
In the case when the decision on changes in the Charter to increase the authorized capital was not made, along with the decision to increase the Criminal Code, therefore, the participants are gathered again to make such a decision. This can happen when a deposit is made in foreign currency, so the decision of the participants in the meeting should fix the amount of the deposit in Russian rubles, translated at the rate of the National Bank of Russia on the date when this deposit was actually made.
What are the tax features with an increase in the Criminal Code
Taxes will have to be paid in the event that, as a result of the increase in the authorized capital, the participant had income as shares, even if the size of the share increased by 0.01%, and more due to the fact that the shares were distributed disproportionately as a result of the increase in the authorized capital. If income is received as shares, increases in the value of shares, then the date fixing the receipt of profit is fixed by the date of this decision.
Income tax is withheld by the Company by any in cash, which are transferred to the payer if they are actually paid to him or entrusted to other persons.
We can say that the payment of income tax on profits as shares of the UK is charged, as before, when this income is actually paid to the individual.
conclusions
When to evaluate equity, you need to determine which part contains the changes. If equity capital increases on additional investments and profits, then assets increase, and the company finances itself from different sides.
There is a difference between profit reserves and valuation reserves. The creation of estimated reserves is necessary in order to cover losses if, for example, there are doubtful debts. For these debts, there is a debit debt. The organization writes off one of the debts, and the other part is collected and directed in order to increase profits. If there is a reserve, then the balance sheet value of all investments is specified and covers the company's losses formed due to the decline in the market price.
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