Reducing and increasing the authorized capital of an LLC - a step-by-step instruction for organizations. Increasing the authorized capital of LLC Decision to increase the authorized capital

Hello! Often there are situations when it is necessary to increase or decrease the authorized capital of the company. Why this is needed and what methods exist, we will consider in detail in this article!

When and why it is necessary to reduce the authorized capital of the company

You can reduce yours:

1. Voluntarily;
2. Forced.

Contrary to popular belief, a voluntary reduction in the authorized capital does not at all indicate financial difficulties in the organization. Usually this process is a consequence of an unreasonably high value at the beginning of the company's existence.

According to the law, it is necessary to make a forced reduction:

1. If after two financial years (from the date of the LLC establishment) the amount of assets is less than the authorized capital, i.e. the company has no profit and makes losses;
2. When the difference between the authorized capital and the net assets of the LLC is insufficient to pay the share to the creditor.
   For example: let's say the authorized capital of the company is 20,000 rubles, the participant requests the payment of a share of 5,000 rubles, but the actual assets of the LLC at this moment are 23,000. In our example, the authorized capital of the company will be reduced by at least 2,000 rubles;
3. If you need to pay off the shares of the LLC that were not distributed on time.
   For example: a participant who had a 20% share of the authorized capital leaves the LLC. His share is first attributed to the company, but if it is not spent within the period specified by the charter and law (one year), the authorized capital must be reduced by its amount.

There is no penalty for violation of the terms of repayment of shares, but the registering authority has reason to file a lawsuit with a demand for the liquidation of the LLC for violation of the Law "On Limited Liability Companies".

Ways to reduce the authorized capital

1. By reducing the nominal value of the shares of all LLC participants. The ratio of participants' shares will not be changed;
2. Redemption of LLC shares. In this case, the cost of the shares remains the same, the percentage of the shares of the participants remaining in the LLC increases;
3. A combination of both methods.

After its reduction, the authorized capital shall under no circumstances become less than the value specified in the LLC Law. For 2019, for most types of activities, the minimum is 10,000 rubles. Otherwise, the organization must announce its own and liquidation.

When reducing the authorized capital voluntarily - the minimum is determined on the date of registration of the changes. When the reduction is mandatory, the border is determined by the date of registration of the LLC in the state register.

Reduction is allowed not only in cash, but also in property form. For example, when the founder, in addition to the minimum amount of capital, has invested real estate, he can return it to his ownership by an act of acceptance and transfer. To do this, the accountant must issue the disposal of funds and write off its value from accounting.

The organization withholds from the amounts (or the value of property) received by the participants, since the contribution made at , ceases to be the property of the participant, and due to a decrease in the authorized capital, the creditor receives income.

Step-by-step instructions for reducing the authorized capital of an LLC

1. During the meeting of the founders of the LLC, a decision is made to reduce the authorized capital (it must receive more than 2/3 of the votes). Discusses the changes that will need to be made to the ;
2. Within three working days, the registration authority (tax authority) is notified about the upcoming reduction, an application form P14002 is submitted with a notarized signature of the director of the LLC;
3. Two monthly notices are published in a printed organ (magazine "State Registration Bulletin"). According to the legislation for 2019, this notification is sufficient, it is not necessary to notify your investors personally. The publication should indicate:

• Name of LLC (full and abbreviated);
• Address, phone number and other contacts;
• TIN/KPP;
• OGRN number, and when it was assigned;
• Name and address of the registering authority;
• The procedure and conditions for the procedure for reducing the authorized capital;
• Conditions and procedures under which LLC creditors may file claims for the protection of their rights.

Notice can be submitted through the official website of the journal.

1. State duty is paid (for 2019 - 800 rubles);
2. Registration of changes in the state body. Provide:

• Application () with a notarized signature;
• Amended charter of LLC;
• The approved minutes of the meeting of the founders, at which the decision to reduce the authorized capital was approved;
• Evidence of notification of creditors - a printed copy of the State Registration Bulletin certified by the director of the LLC;
• Confirmation of payment of state duty.

1. Receipt of documents confirming the successful reduction of the authorized capital (in five working days).

When to increase the share capital

The reasons for increasing the authorized capital are divided into several groups:

1. A new member of the LLC contributes;
2. The company changes the direction of its activities, as a result of which the minimum value of the authorized capital increases. For example, a larger amount for organizers of gambling, banks, insurers, vodka producers;
3. One or more LLC members wish to increase their own share;
4. At the request of potential creditors and investors (as a guarantor of their interests).

Ways to increase the authorized capital

Each method of increasing the authorized capital has certain consequences. It depends on the chosen method whether the ratio and the size of the shares of creditors will change.

Increase in authorized capital at the expense of property

A prerequisite for this method is positive financial statements for the previous year, since the company will increase the authorized capital with its own funds, without investing the property of LLC participants. Accordingly, the increase will occur in an amount not exceeding the value of the property of the LLC.

Consequently, the percentage ratio of the shares of the founders remains the same, and their value increases along with the growth of the authorized capital. Such a decision needs to gain 2/3 of the votes at the meeting of participants.

In this method, the choice of the date of changes plays an important role. If the amount matters, you should first of all calculate which period in accounting will be the most advantageous. The increase will be based on the reporting for the year prior to the current year.

Even at the end of the year, not the last quarterly balance will be considered, but the report for the last year. Therefore, in some situations it is more profitable to hurry up and make a decision to increase capital before the new year, while in others it is better to wait for the beginning of the next one.

The procedure for increasing the authorized capital at the expense of property consists of the following stages:

1. Preparing for the general meeting. Participants must be notified one month before the appointed date;
2. Holding a meeting of shareholders to discuss the amount of the increase and the changes that need to be made to the bylaws. All decisions must be recorded and certified;
3. Registration of changes in the state body.

Increase in the authorized capital due to additional contributions of LLC participants

• All participants - first, the decision must gain 2/3 of the votes at the general meeting of the founders. All participants have the right (but not the obligation) to contribute;
• Some participants - as a result, the percentage of shares will increase for those participants who make additional contributions.

The capital increase procedure will look like this:

1. If one or more participants make an additional contribution, first of all, he (they) submits an application for making an additional contribution to the name of the General Director of the LLC. It must indicate:

• The cost of the deposit, the composition in which it will be made (cash, shares, real estate) and in what time frame;
• The amount of the share in the LLC that the contributor would like to acquire as a result;
• Other conditions.

1. Participants of an LLC must accept and certify with a notary the decisions made on increasing the authorized capital, and at the same time:

• What changes will be made to the company's charter;
• By what value will the shares of LLC participants who will make contributions increase (but not more than the amount of the contribution);
• If necessary, how the shares of other participants will be changed.

1. According to the changes, a new edition of the company's charter is being prepared;
2. Not later than six months from the date of the decision, contributions are made. Be sure to collect documents to confirm their payment (checks, receipts, payment orders);
3. Payment of state duty;
4. Not later than 30 days after making contributions, an application for state registration of changes and other documents is submitted to the IFTS.

Increase in the authorized capital at the expense of third parties (new LLC participants)

This option is possible only if there is no clause in the company's charter that contradicts it and when consent is received from all participants in the LLC. A third person who has made a contribution will be granted a share in the LLC, thus becoming a new member.

Procedure steps :

1. If a new member of the LLC comes with an increase in the authorized capital, then first of all he submits his application to the General Director indicating:

• Personal data (full name, passport details, address, TIN);
• Type, cost and terms of payment;
• Desired status in LLC, rights and shares in the authorized capital.

1. Participants of the LLC at the meeting take a unanimous decision, certified by a notary:

• How and by how much the authorized capital will be increased;
• Will a new person be admitted to the LLC and under what conditions;
• What changes need to be made to the charter;
• How will the shares of other participants change.

1. A new version of the charter is being prepared;
2. Payment of the state fee (800 rubles);
3. Registration of the changes made in the organization - an application to the registration authorities is submitted within 30 days after the decision is made at the meeting.

Increase in the authorized capital by the sole member of the LLC

Sometimes the shares of an LLC are not divided, but belong to one founder. The procedure for increasing the authorized capital in a company with only one participant does not differ much from the standard one:

1. The decision is taken unilaterally and is made in writing;
2. For 60 days, a contribution is made, documents are collected that confirm its introduction. When real estate acts as a contribution, it is necessary to make state registration of the ownership of the LLC;
3. Not later than 90 days after the decision to increase the capital, amendments are made to the charter of the LLC;
4. Documents are submitted to the tax office.

Documents for state registration of an increase in the authorized capital of an LLC in 2019

The following documents must be submitted to the registration authorities to increase the authorized capital of an LLC:

1. Application (Form P13001). Signed by a person acting on behalf of the LLC (for example, a manager), the signature is notarized;
2. Minutes of the meeting (in the case of a single participant, a decision on his behalf);
3. Notarized confirmation of all decisions made;
4. New charter (two original copies), or a separate list of amendments;
5. A document confirming the payment of the state fee, which for 2019 is 800 rubles;
6. Documents certifying that all additional contributions have been made. For example: cash receipt order, check, bank statement. If the increase was made at the expense of the property of the LLC: a copy of the balance sheet for the previous year and a calculation of the current assets of the company;
7. After 5 working days, you must return to the tax office for a certified copy of the new charter and a record sheet in.

Important Points

What documents need to be notarized?

Be sure to be notarized: minutes of the meeting, a list of its participants, a list of all decisions taken. Director's signature - if the company has one member.

What requirements can a creditor present when reducing the authorized capital of an LLC?

Not later than 30 days after the second publication of the notice on the reduction of the authorized capital, the creditor has the right to demand:

• Early fulfillment of the obligations of the company that arose even before the first publication (payment of an old loan, payment for services, etc.);
• Termination of the obligation, if its performance is impossible, and compensation for losses.

The court may assess the claims and dismiss the claim if:

• The Society will prove that the applicant's rights have not been violated;
• The Company will provide sufficient funds to fulfill its obligation.

What can act as a contribution to the authorized capital of an LLC?

Participants can make contributions to the authorized capital in the form of cash, shares, bonds, property, real estate, and even in the form of exclusive rights subject to valuation in monetary terms.

If a non-monetary option is chosen, then first the assessment of the contribution is carried out by an independent expert, then the assessment is approved at the meeting of the founders. By default, any property is allowed, but the charter of an LLC has the right to limit the list of allowed property.

What threatens the violation of the deadlines for making additional deposits?

When one or more participants do not comply with the time limits set for making contributions, the increase in the authorized capital will be recognized as failed, and creditors who managed to make their contributions will be returned all the funds spent.

The operation to increase the authorized capital in an LLC is used for different purposes. Someone invests money or property in a business, someone solves the issue of accounts payable in this way, and for someone it is a way to transfer company funds. In any case, the procedure for registering these changes in the Unified State Register of Legal Entities is the same.

There is a slight difference between the increase at the expense of existing participants, and at the expense of third parties (respectively, paragraphs 1 and 2 of article 19 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies", hereinafter - 14-FZ). Namely, in case of an increase by participants, a decision of the general meeting is needed to recognize the increase in the authorized capital as valid.

The charter of your LLC should allow an increase in the authorized capital of the company at the expense of contributions from third parties. Otherwise, make the necessary changes to it.

To prepare an application P13001 for an increase in the authorized capital of an LLC at the expense of a contribution from third parties, we will need:

1. OGRN and TIN of the Company;

2. A document certifying the amount of the authorized capital and the size of the shares of the participants in the LLC (extract from the Unified State Register of Legal Entities);

3. Passport data of the head (general director of LLC);

4. Personal TIN of the head, if any ();

5. Passport data of third parties that are members of the LLC (OGRN, TIN if it is a legal entity);

6. Personal TIN of participants and third parties, if any ().

In order to increase the authorized capital of an LLC at the expense of the contribution of third parties, we will need to submit the following documents to the tax authority:

1. Notarized application in the form P13001;

2. Application for admission to the LLC, with a mark of receipt, signature and seal of the gene. director. If there are several persons received - from each;

3. Decision/minutes on accepting a new participant in the LLC, determining the size and value of shares, and approving a new version of the charter;

4. A certificate issued by a notary after the decision has been made;

5. If the participants were also involved in the increase in the authorized capital, then the second decision / protocol on recognizing the increase as valid;

6. Charter of the LLC in the new edition or a sheet of amendments to the charter in two copies;

7. Documents confirming 100% payment for the shares of third parties that are members of the LLC. These can be receipts, payment orders, or cash receipts;

8. Receipt of payment of the state duty for making changes to the charter of the LLC (800 rubles);

9. Report of an independent appraiser, if the contributions were not made in cash.

When increasing the authorized capital of an LLC, in addition to the documents presented above, the notary will require:

1. Extract from the Unified State Register of Legal Entities (fresh);

2. The current version of the charter of the LLC;

3. Certificate of OGRN;

4. Certificate of TIN;

5. Decision (minutes) on the appointment of the head (general director of the LLC).

Attention!

As a rule, the originals of the above documents are more than enough. You can clarify the list of documents required to increase the authorized capital of an LLC directly from your notary.

1. A person (individual or legal) wishing to invest in a business must express their desire to do so in the form of an application. An example statement would look like this:

To the General Director of LLC "_____________________" Full name From gr. RF (LLC "______"; gr. USA) , FULL NAME (name, FI) Passport data / OGRN, TIN, address APPLICATION Please accept me as a member of _______________ LLC. I undertake to make a contribution to the authorized capital in the amount of ________ rubles until "___" _______20 __ (the maximum period is determined by the charter, but not more than 6 months from the date of the decision by the meeting of participants). I want to have a share in the authorized capital in the amount of ___% (either simple or decimal), with a nominal value of ____ rubles. Signature date Received by the Company "__" ______20__, General Director: ___________ / full name /

2. Since information on the amount of the authorized capital must be contained in the charter of the LLC (paragraph 5, clause 2, article 12 of 14-FZ), we are preparing the charter of the LLC in a new edition, or a list of amendments to it. In our opinion, it is better to accept the new edition, so as not to produce extra papers in order to avoid their loss or rendering them unusable. We print out the charter in two copies, both are submitted to the tax office, you will receive one of them with a tax stamp after registration.

3. Amendments to the charter, in turn, will entail the convening of an extraordinary general meeting of participants. The issue of admitting a new participant to the company is also subject to resolution at the meeting (clause 2, article 19 14-FZ). We are preparing a protocol on increasing the authorized capital of LLC.

The following items are on the agenda:

1. On the election of the Chairman and the Secretary of the meeting (prescribes the obligatory presence of them). The decision is made by a majority vote of the participants present (paragraph 3, clause 8, article 37 of the 14-FZ).

2. On the admission of a new member to the company on the basis of his application. The decision is taken unanimously.

3. On increasing the authorized capital at the expense of his contribution. The decision is also taken unanimously.

4. On determining the size of the share of the new participant and its nominal value, as well as on changing the size of the shares of other participants (if they did not contribute anything to maintain the size of the shares). This decision must also be taken unanimously.

5. Approval of a new version of the company's charter in connection with an increase in the authorized capital. Here the number of votes must be at least two-thirds, unless the charter defines a larger threshold (clause 8, article 37 of 14-FZ).

6. Sometimes the clause “instruct the General Director of the Company to register the indicated changes in the Unified State Register of Legal Entities” is also added, but this issue does not fall within the competence of the meeting, unless it is provided for by the charter (clause 13, clause 2, article 33 14-FZ). Here, too, the decision is determined by a simple majority.

If there is only one participant in your LLC, he makes decisions on issues 2-6 from the above list, and draws up a document called “single participant decision”.

4. A person admitted to the company pays his contribution to the authorized capital. The payment term is no later than that indicated in the application. This period is determined by the charter of the LLC, and cannot exceed 6 months from the moment the participants decide to accept a third party into the company (paragraph 5, clause 2, article 19 14-FZ).

If contributions are made not in money, but, for example, in property - in accordance with paragraph 2 of Art. 66.2 of the Civil Code of the Russian Federation in this case, a mandatory independent assessment of this property is required. Request the appraiser's report in two copies, one for the tax, the second for the society.

Sometimes the registering authority requires one more decision in the situation under consideration - to recognize the increase in the authorized capital as valid. This is not in line with Art. 19 14-FZ, such a decision is provided only with an increase in the authorized capital by existing participants. However, if, along with a third party, contributions to the authorized capital were also made by the participants, then another meeting will have to be convened, no later than one month after the full payment of the contributions.

At this meeting, the agenda includes the issue of recognizing the increase in the authorized capital as completed, and on amending the charter of the company in connection with the increase in the authorized capital (paragraph 3, clause 1, article 19). Since we have a mixed case here, the wording can be applied as follows:

"one. Recognize the increase in the authorized capital of the company at the expense of its participants and third parties as completed. Determine the size and par value of the shares in the following form:
(write in the table for each participant, both new and old)

2. Register in the Unified State Register of Legal Entities changes in the charter of the company in connection with the changes that have taken place.

It is necessary to register the changes made within a month from the date of the decision to recognize the increase as valid, or within a month from the date of full payment of the contributions, if they were made only by third parties.

5. We fill out the application form P13001 for an increase in the authorized capital of an LLC at the expense of the contribution of third parties:

Download the current application form for state registration of changes made to the constituent documents of a legal entity - download form P13001 in Excel format and fill it out. A sample increase in the authorized capital of LLC 2019 in the form P13001 with explanations will help you with this. To view the sample and further print the generated state duty, you will need a free PDF reader program, the latest version of which can be downloaded from the official Adobe Reader website.

In the presented sample of filling out form P13001, the authorized capital of an LLC is increased from 10,000 to 20,000 rubles. at the expense of third-party deposits (LLC REGINFO - 5,000 rubles and Ivanov I.I. - 5,000 rubles) accepted by the LLC.

Attention!

In the case of filling out the application form manually, the filling is done with a pen with black ink in capital block letters. Filling using the software must be done in capital letters in 18 point Courier New font;

Originals or copies of the TIN are not required when submitting documents for state registration of an increase in the charter capital of an LLC. However, if you have a TIN, it is obligatory to indicate them in the application; incorrect indication or their absence may result in refusal of registration! If the participant or leader did not receive a TIN, leave the TIN field blank. To find out the availability and number of the TIN according to the passport data, use the service of the Federal Tax Service -;

Addresses in the application form are indicated in accordance with FIAS and the requirements for the reduction of address objects;

Double-sided printing of documents submitted to the registration authority is prohibited;

Blank sheets, as well as completely blank pages of multi-page sheets of the application form, are not numbered, printed out, and are not included in the application submitted to the registration authority;

Before submitting for state registration in the corresponding line of sheet M of application P13001, the applicant (general director of LLC) puts his signature, the authenticity of which must be certified by a notary. Fields Full name and the signature of the applicant are filled out only by hand with a black ink pen and only in the presence of a notary. An application in the form P13001 is stitched by a notary;

From May 05, 2014, if an application is submitted by a trustee, a notarized power of attorney is required (Federal Law N 129-FZ, Chapter III, Art. 9, item 1, second paragraph);

When registering changes in the P13001 form, the applicant is always the head of a permanent executive body (director or management company).

Information required when filling out the P13001 form:

6. At the moment, it is not necessary to flash documents when applying for state registration (Letter of the Federal Tax Service dated September 25, 2013 N SA-3-14 / [email protected]). The charter, as well as the protocol, if it contains more than one page, we fasten it with a stapler or simple paper clips. An application in the form P13001 is stitched by a notary.

7. In the formation of a receipt for payment of the state duty, we will help you, print it out and pay (800 rubles) without commission in any bank. Payment is made by the head (general director of LLC). We support the paid receipt to the top edge of the first sheet of application P13001.

8. The director of the LLC goes to the notary to certify his signature on the application P13001, taking with him a passport and the necessary package of documents of the LLC, which was mentioned above. The presence of LLC participants at the notary when certifying the application form P13001 and submitting documents to the tax office is not required.

Attention!

Since January 1, 2016, a new obligation has appeared - the fact that the decision of the meeting of participants to increase the authorized capital has been made, and the composition of the participants present at the meeting is subject to mandatory notarization. There is a conflict with Art. 67.1 of the Civil Code of the Russian Federation, which provides for other ways to confirm the decision (signing by all participants, signing only by the Chairman and Secretary of the meeting, audio-video recording, other methods). However, the legislator is not in a hurry to fulfill this incident, moreover, at the moment (03/17/2016) there is a controversial situation regarding the certification of the fact that such a decision was made by the sole participant. Federal Tax Service in letter No. GD-3-14 / [email protected] dated February 24, 2016, expressly indicated that the decision of the sole participant also needs to be certified, which contradicts paragraph 3 of Art. 17 14-FZ, where only the decision of the meeting is directly indicated. In any case, it is better to clarify with the registration authority where you are going to submit documents about the obligation of such a certificate specifically for them.

The notary, after certifying the decision, issues a certificate, which indicates the composition of the meeting, the agenda, and the decisions made. It is better to ask the notary for two copies, one for the registering authority, one for the society.

9. Then the director of the LLC goes to the tax office, taking his passport with him, and submits an application P13001, certified by a notary - 1 piece, applications for entry from new participants - 1 piece each, a decision (protocol) on increasing the authorized capital of the LLC - 1 piece, a certificate issued by a notary after certification of the fact of the decision (if necessary) - 1 pc., documents confirming 100% payment of the shares of new participants - 1 pc., charter of the LLC or a sheet of amendments to it - 2 pcs., paid state duty receipt - 1 pc. to the inspector at the registration window, after which he receives a receipt with the inspector's mark for receiving the documents submitted by the applicant to the registration authority.

You can track the state of readiness of documents using the service "Information about legal entities and individual entrepreneurs in respect of which documents for state registration are submitted".

10. A week later (5 working days), the director of the LLC goes with a passport and a receipt to the tax office and receives a record sheet of the unified state register of legal entities (the record sheet of the Unified State Register of Legal Entities), indicating an increase in the authorized capital of the LLC and a new version of the charter of the LLC with the seal of the tax inspectorate.

Attention!

Prepare a set of documents for an increase in the authorized capital in the form P13001 online

Do you want to make changes in connection with an increase in the authorized capital of an LLC, but do not want to understand the intricacies of filling out the P13001 form and are afraid to be refused? Use the online document processing service that will help you prepare documents for registration of changes without errors! Our lawyers will check the prepared documents and give the necessary advice and answers to any question.

It says that the participants are not responsible for the debts of the company with their personal funds. Therefore, the Criminal Code is a kind of insurance to ensure work in a crisis situation. Despite the important role of these funds, the minimum possible size of the UK is 10,000 rubles. An increase in the authorized capital of an LLC in 2017 may still be necessary. We will figure out when it is necessary and how to capitalize the company.

Why capitalization is needed

Sometimes a company is simply forced to recapitalize. The reasons fit into three points:

1. Lack of finance for business operations. A limited liability company may use funds from the Criminal Code to finance production or other processes related to the life of the company.
2. Licensing condition for individual areas of work. Without fulfilling this condition, the regulatory authorities simply will not give permission to do business in these industries. These include, for example, security activities, construction, alcohol sales.
3. Entry (of investors). They contribute their assets to the management company, thereby securing their rights in society and increasing the size of the company's capitalization. The procedure for the entry of a new participant and the size of the UK are negotiated at the general meeting.

How to increase capital

The UK LLC can be increased in three ways. This state of affairs is regulated by Art. 17 FZ No. 14. Ways to increase the capitalization of an LLC are as follows:

- By entering the property of the company itself into the Criminal Code.

– Contributions of company members.

– Investments of third parties, which, after replenishment of the authorized capital, are part of the company's participants.

The procedure for increasing the AC in all three cases has similarities and differences. Let's take a closer look at the procedure for each situation.

Contribution of the property of the company itself

Companies in its Criminal Code or not, can only be decided by the participants and only together. And those who voted "for" should be at least two-thirds of the total. In the case when there is only one founder in the company, the decision made by the only participant has legitimacy. This is a "common place" in all schemes for changing the size of the UK.

To contribute the property of the company to its Criminal Code or not, can only be decided by the participants and only together.

The next important condition. on the increase in the Criminal Code with the help of the property of the LLC should be taken on the basis of reliable accounting reports of the company for the previous year.

The amount by which the charter capital increases should not exceed the difference between the amount of net assets in monetary terms and the amount of capital and reserve fund. For understanding, the following example can be given. LLC "First" has an authorized capital of 10,000 rubles. The reserve fund is also equal to 10,000 rubles. The company owns a store worth 1 million rubles. Net assets are the carrying amount of property that remains with the LLC after the liabilities are settled. For the sake of simplicity of the example, let's assume that the company has no liabilities. Thus, net assets are equal to 10 thousand + 10 thousand + 1 million.

The amount by which the UK is increased is 1 million rubles.

The amount of net assets is 1 million 20 thousand.

1 million 20 thousand - 20 thousand = 1 million = the value of the contributed property. Condition met.

In the event of an increase in the authorized capital under this scheme, the nominal value of the participants increases proportionally. However, the size of these shares remains unchanged.

Step-by-step instructions for increasing the UK LLC using the company's own property:

1. Informing the members of the company about the upcoming general meeting (1 month in advance) and preparing for it.

2. Holding. On the agenda:

• The question of increasing the Criminal Code of the company.
• Question about the source of additional capitalization.
• Question about the distribution of shares. Only their nominal value is fixed, the ratio remains unchanged.
• The issue of entering into the charter in connection with the increase in the LLC's management company.

3. We collect papers for the tax. The list of documents includes:

– Application (form Р13001). An application form can be downloaded. The signature of the general director in the document is endorsed by a notary.

– Charter as amended (2 copies). One will later be issued to an LLC, the second will remain in the tax office.

– Protocol with the decisions of the founders.

- A copy of the balance sheet for the previous year.

- A document confirming the transfer of state duty.

The deadline for submitting papers to the tax office is no later than a month after the meeting at which the decision was made. After the state registration of changes (takes 5 working days), the new authorized capital of the company is considered legitimate. This fact is confirmed by the issuance to the CEO of the company of a certified charter (new edition) and a sheet with modified data from the state register of legal entities.

Due to the contribution of the participants

An increase in the management company of an LLC at the expense can take place according to two scenarios. In the first - the UK increases one of the participants. Second, everyone contributes.

In both cases, the technology of changes is almost identical. The difference lies in the fact that the agenda of the meeting includes questions about the amount of contributions and the distribution of shares. If one participant contributes to the additional capitalization, then its share increases both in proportion and in terms of value. If the contributions are equal and they are made by all participants, then the value of their shares increases. If they are different, then the nominal price and cost are calculated in proportion to the money or property contributed.

If one participant contributes to the additional capitalization, then its share increases both in proportion and in terms of value.

Important: contributions must be made no later than 6 months after compilation. Receipts or other documents confirming the payment of additional fees must be added to the registration documents.

Funded by third parties

The procedure for recapitalizing a limited liability company at the expense of a third party is slightly different from those described above. The reason for the general meeting is the announcement of an increase in the UK from a potential investor. All decisions related to the entry of a new participant into the company (the decision to increase the authorized capital and the issue of the amount of the contribution and the distribution of shares) must be taken unanimously.

When You Can't Submit

There are some restrictions on the issue of increasing the company's charter capital. A company cannot raise additional capital if:

– the participants have not paid their basic contributions to the CC;

- the amount of additional capitalization exceeds the difference between the price of net assets and the share capital with a reserve fund;

- the value of net assets is less than the management company and the reserve fund. The condition is valid from the second year of operation. In this case, the CC should be reduced.

The founders of LLC, who decided to recapitalize the company, should be very careful in making decisions. There are cases when, under the guise of investments, operations are carried out to seize control of a promising business. This applies mainly to cases of increasing the UK at the expense of a contribution from one of the participants or a third party. The consequences can be fatal. Your initial stake may be diluted and you will lose veto power over key decisions. Thus, liquid assets of companies are still being withdrawn. However, additional capitalization, subject to all the conditions and interests of the parties, is a very convenient tool. Sometimes this is the only way to start new activities or get bank loans.

Instructions for increasing the authorized capital in an LLC

Step-by-step instructions for increasing the authorized capital (UK) of an LLC in 2019, including all the latest changes in legislation. An increase in the authorized capital of an LLC with step-by-step instructions can be used both for self-registration of changes and for general familiarization with the procedure for increasing the company's capital stock.

Reasons for increasing the authorized capital

The main reasons for increasing the authorized capital are:

• Entering a new member of the company with an increase in the Criminal Code;

• Bringing the charter in line in accordance with Federal Law No. 312 of December 31, 2008 (The federal law establishes that the authorized capital of an LLC must be at least 10,000 rubles, but there are companies that have an authorized capital of less than 10,000 rubles, in which case they must increase it to statutory level);

• Retail sale of alcoholic products, the minimum authorized capital must be at least 1,000,000 rubles;

• Requirements for companies when obtaining a license for certain types of activities that the Company introduces into the scope of its activities;

• An increase in the authorized capital can be carried out as part of the company's development strategy. Since the company is liable for its obligations in the amount of the authorized capital, then companies with a solid figure in the constituent documents cause more confidence among potential suppliers and customers who plan to conclude large transactions, it is the size of the authorized capital that will become the minimum guarantee of the interests of future creditors;

• Also, a large authorized capital may be a plus when obtaining a bank loan.

How to increase the authorized capital of an LLC

The increase in the authorized capital can be done in three ways:

• Increase in the authorized capital at the expense of the property of the company or retained earnings

• Increase in the authorized capital at the expense of additional contributions of participants, in proportion to their shares

• Increase in the authorized capital at the expense of contributions from new founders or third parties

Increasing the authorized capital by steps

Let us consider an increase in the authorized capital at the expense of additional contributions of participants, in proportion to their shares. The authorized capital during the creation of an LLC is fixed in the Charter, therefore, an increase in the Criminal Code will need to be carried out in the form of application No. P13001 with the development of a new version of the charter.

First step: Preparation of documents

To register changes, you will need to prepare the following documents:

• Decision or protocol on increasing the authorized capital in 2 copies. Please note that the date of the decision must be equal to or less than the deadline for payment of deposits, but for a period not exceeding six months. The protocol or decision when increasing the authorized capital in 2017 is subject to mandatory notarization;

• Participant's application for additional contribution. It is necessary to indicate the deadline by which contributions to the authorized capital will be made, by payment to the current account or by depositing to the cash desk of the company. Within 3 working days after this date, it is necessary to certify the documents with a notary and submit for registration to the tax office;

• Prepare a document certifying the payment of the share of the authorized capital of the new founder. This may be a bank certificate on payment of the UK, or a receipt and cash order for entering the UK into the cash desk of the company;

• The decision to approve the results in 2 copies. (The serial number of the decision must be higher than the decision to increase the authorized capital);

• Develop a new version of the charter in 2 copies or form a sheet of amendments to the current charter in 2 copies;

• Fill out an application in the form No. Р13001;

• Pay the state duty for registration of changes in the amount of 800 rubles. Attach the receipt of payment of the state fee to the documents. Or pay the state duty using the payment terminal at the tax office.

Second step: Certification of documents by a notary

After the formation of a complete set of documents, it is necessary to sign all the documents drawn up, except for form No. Р13001. Staple prepared documents is not required. Application form No. P13001 is stapled by a notary and signed by the applicant in the presence of a notary. The applicant is the current general director of the company, in the event of a simultaneous change of the general director, the applicant will be the new director. If a trustee will submit and receive documents to the tax office, then a notarized power of attorney and a copy of the right to submit and receive documents will be required. The average cost of notary services: 1,700 rubles. for certification of the form + 2,400 rubles. a power of attorney (for filing and receiving documents without your participation), the cost of notarial certification of the authenticity of the signature on the decision is 1,500 rubles, the cost of the protocol (if there are two or more participants in the company) is 8,500 rubles.

Third step: Submission of documents to the tax office

Next, you need to proceed to the registration authority, pay the state duty at the terminal, if you have not paid in advance, get a ticket in the electronic queue and submit the prepared documents for registration of changes.

Registration of firms and changes in Moscow is carried out by IFTS No. 46, which is located at the address: Moscow, Pokhodny proezd, household 3, building 2. (Tushino district). Self-submission of documents is not a fast process, on average it will take you at least three hours.

The tax office must provide:

• Application form R13001;

• A certified decision or protocol on the increase in the authorized capital, as well as a copy of the notarial certificate, which is issued upon certification of the protocol;

• Decision on the approval of the results;
• Participant's application for additional contribution;

• New edition of the charter (in 2 copies);

• Receipt of payment of state duty;

• Incoming cash orders (or copies of payment orders with a bank mark on execution or a receipt for depositing money into a current account as payment for the authorized capital).