In order not to get confused, where contributions are taken into account in the account, and where dividends are, it can be divided into 2 sub-accounts: the Contributions to the authorized capital sub-account and the Dividends sub-account. Also according to 75 you can keep analytical records for each individual founder. Postings on accrual and payment of dividends:
- D84 K75 - accrual of dividends;
- D75 K51 - payment of dividends.
As you can see, the process of paying dividends is divided into two stages: accrual and direct payment. For convenience, we will summarize all the postings in the article in one table. Table with postings Video: Accounting for the Criminal Code in 1C In the article, we got acquainted with two accounts of the Chart of Accounts: 80 " Authorized capital” and 75 “Settlements with the founders”, sorted out the accounting of the authorized capital, made the first few entries. Read also about how the founder can provide financial assistance enterprise.
Account 80 in accounting: postings on authorized capital with examples
Return Money transferred by the founder on account of his contribution upon termination of the agreement on joint activities 80 81 The authorized capital is reduced by the amount of canceled shares repurchased from shareholders Typical entries on the credit of account 80 "Authorized capital" Set Content business transaction 04 80 A participant in a simple partnership transfers an intangible asset (the right to use the program, for example) on account of his contribution 11 80 A participant in a simple partnership contributes to a simple partnership in the form of an animal 75 80 Accrued debt of the founder on a contribution to the authorized capital 83 80 Increase in the authorized capital of the company at the expense of additional capital 84 80 Increase in the authorized capital at the expense of net profit, remaining at the disposal of society How to calculate vacation pay correctly and have time to relax.
Account 80 "authorized capital"
In the accounting of Faza LLC, the entries were reflected as follows: Dt Kt Description Amount Document 68 51 The amount of state duty 780 rubles was transferred. Payment order 83 80 The authorized capital of Faza LLC was increased at the expense of its own property 380,000 rubles. Minutes of the Board 91_2 68 The amount of the state duty is included in other expenses 780 rubles.
Application for state registration of changes in the charter Sale of a share of the authorized capital The founder or participant who has fully paid off the debt on the contribution to the authorized capital has the right to sell his share (or part of the shares):
- third parties;
- to another participant;
- organization directly.
In accounting, the sale of a share (shares) is reflected in the posting Dt 81 Kt 75, regardless of the method and type of sale. Consider an example: Markov K.T., a participant in Ryabina LLC, who owns a share in the amount of 780,000 rubles, decided to sell the share in favor of the organization.
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Until 2014, they followed a different procedure for depositing funds to the current account:
- Opened savings accounts before registering an LLC.
- Contributed to the account 50% or more of the authorized capital.
- The balance was paid within a year after the registration of the organization.
Depositing money to a bank account must be processed for each participant separately (according to the available share). If the participant in the creation of the company does not pay the share in time, then it will pass to other founders. That the funds have been deposited into the account, tax authority or any other authority does not need to be notified.
All information will be reflected in accounting documents and reports.
After these changes are approved by the relevant order and changes are made to the constituent documents of the enterprise, it will be possible to change the amount of the authorized capital to account. 80, increasing or decreasing it with the appropriate wiring. This happens extremely rarely, so, as a rule, every month, when we close the account, we get the same credit balance and carry it over to the next month. And so we will act from month to month, until the founders decide to liquidate the LLC for any reason, then the account.
80 will be closed by recording the same amount in debit and the final balance will become equal to 0. Founders of the company The founders (participants) of the company form the Criminal Code. Each founder must make a contribution to the authorized capital in accordance with the size of his share. Depending on the size of the share in the UK, it will distribute profits from the activities of the organization.
- Account 80 "authorized capital"
- Accounting for authorized capital and settlements with founders (accounts 80 and 75).
- Posting debit 80 credit 80 (nuances)
- Authorized capital: postings
Account 80 in accounting: postings on authorized capital with examples Posting description Base document 01 83 40 000 Revaluation of the initial cost of fixed assets Documents on market value, revaluation statement, inventory card accounting for fixed assets 83 02 20,000 Revaluation of depreciation for fixed assets Accounting reference-calculation 83 80 20 000 Increase in the authorized capital Constituent documents It is important to note that if the founder-legal entity makes a contribution to the increase in the authorized capital before the official registration of changes in the constituent documents, the Federal Tax Service may require it to be accounted for as gratuitously received funds.
What transactions are used for authorized capital
Attention
Mainly, the minimum value depends on the size of the minimum wage (minimum wage), which is indexed annually. For example, in 2013 the minimum wage was 5205 rubles, in 2014 - 5554 rubles. Only the minimum value of the Criminal Code for an LLC does not depend on the minimum wage and is a fixed value, and quite a small one at that.
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The minimum allowable amount of the authorized capital:
- for LLC and partnership - 10 thousand rubles;
- for CJSC - 100 minimum wages;
- for OJSC - 1000 minimum wages;
- for municipal enterprises - 1000 minimum wages;
- for state enterprise- 5000 minimum wage.
The authorized capital, along with additional and reserve capital, form the equity capital of the organization. Video lesson “Account 75, 80 in accounting. Accounting for authorized capital. Accounting for settlements with the founders ”The video describes in detail the account 75 and 80, considered typical wiring and operations.
For this purpose, there is an appropriate account in the Chart of Accounts. The authorized capital account is 80, it is intended to summarize information on the state and movement of the authorized capital (share capital, authorized fund) of the organization. The cost of capital is credited 80, while not forgetting the principle double entry. For each business transaction, this principle applies, and if we deposit something on credit, then we deposit the same amount in debit, it remains only to determine which account to debit this amount. There is an account. 75 “Settlements with the founders”, the cost of the starting capital is paid into its debit. That is, in this case, the posting will look like: Debit 75 Credit 80 (D75 K80).
Postings on the formation of the authorized capital Amount Debit Credit Transaction name xxxx 75 80 Reflected the debt of the founders for contributions to the authorized capital Please note, c.
The authorized capital of LLC since 2018 posting 80 account which subaccount
Production cooperatives have their own specifics. As follows from the Instruction, they can add the following sub-accounts to the chart of accounts:
- "Share Fund", which will record the amounts of contributions of participants and the value of their shares.
- "Collective fund", on which the amounts of the parts of the main, as well as working capital of the cooperative, not distributed by shares, will be recorded.
For more information on accounting for authorized capital, see the article “Accounting equity organizations (nuances). You will find information on the formation of equity capital in the article “The main sources of equity capital formation”. Business operations, reflected in the posting Debit 80 Credit 80 Record Debit 80 Credit 80 is used in accounting to reflect transactions on sub-accounts or analytical accounts of the “Authorized capital” account. Consider several cases of the appropriateness of such wiring: 1.
You will only need to choose in the DT of which account to enter information. The posting may look like this - Dt 75 Kt 80. Passive accounts have a credit balance, which can be changed when the amendments are approved by orders. But usually the credit balance remains unchanged. Through the cash desk The founders have the right to contribute funds to the authorized capital through the cash desk. The company manages these funds without depositing them into current accounts. But remember that the size net assets at the end of all periods (from the second), should be higher minimum amount which is reflected in the statute. In 2014, a law was adopted, according to which the founders can contribute funds to the authorized capital up to 10 thousand rubles.
rubles in cash (Article 66.2 Civil Code). The amount that exceeded such a limit may be paid in monetary or property equivalent. Participants have the right to decide whether to deposit money through the cashier or to a current account.
The lesson is conducted by an expert of the site "Accounting for dummies", Chief Accountant Gandeva N.V. ⇓ You can download the presentation for the video at the link below. Download the presentation “Account 75, 80 in accounting” in PDF format Accounting for settlements with founders To account for settlements with founders, there is an account 75. As mentioned earlier, from credit 80 to debit 75 we write down the value of the authorized capital of the enterprise.
Credit 75 is credited with contributions from the founders as they are received. Depending on the type of contribution 75 corresponds with the corresponding accounts. The redemption of a share in the authorized capital may be in cash or in the form of property.
If the founders transfer the contribution to the authorized capital in cash to the current account, then the entry will be as follows: D51 K75, making a contribution to the cashier - D50K75. If the founder makes a contribution in the form of goods, then the posting will look like: D41 K75, where sch. 41 Goods.
One of the main stages in the creation of an organization is the formation of its authorized capital. In the course of conducting business, the size of the authorized capital can be both increased and reduced. In addition, it is possible to sell a share of the authorized capital of the founder or participant. The amount of authorized capital for accounting reflected in the 80 account of accounting. In the article, we will consider each of these operations on the Criminal Code using examples of postings.
The first stage is the determination of its size by the founders of the organization. At the same time, the size of the authorized capital must comply with the necessary legal requirements.
The period during which the founders must contribute funds to the account of the authorized capital should not exceed 4 months from the date of state registration of the enterprise.
Contributions can be made in full or in the amount of 50% of the initial deposit.
The founder can make a contribution both in money and material assets (movable and real estate, machinery, equipment, etc.).
Payment of the authorized capital in accounting is reflected in the credit of account 80.
Examples of postings for the formation of authorized capital on account 80
Consider an example:
The founders of JSC "Admiral" are Shestopalov V.I. (18% of shares) and Jupiter LLC (82% of shares). The authorized capital of JSC "Admiral" is divided into 120 ordinary shares with their face value 380 rubles / piece
In the accounting of Admiral JSC, postings were made on credit of account 80:
Increase in the size of the authorized capital
In the course of the company's activities, it is possible to increase the amount of its initial authorized capital. can be done in one of the following ways:
- by contributions by members (or third parties who are accepted into the society) additional contributions;
- from the organization's own assets.
Let's take an example of each of the above options.
Transactions to increase the authorized capital at the expense of additional deposits
The participants of Phantom LLC, the size of the authorized capital of which is 954,000 rubles, are Malyshev K.P. (share 22%) and JSC "Aurora" (share 78%). .2016, the minutes of the decision of the board recorded an increase in the authorized capital of Fantom LLC by 265,000 rubles. For paperwork LLC "Phantom" paid in the amount of 780 rubles.
In the accounting of Phantom LLC, entries were made on account 80 of the accounting department:
| Dt | CT | Description | Sum | Document |
| The debt of Aurora JSC for an additional contribution to the authorized capital was paid off (265,000 rubles * 78%) | RUB 206,700 | Bank statement | ||
| 50 | The debt of Malysheva K.P. for an additional contribution to the authorized capital (265,000 rubles * 22%) | 58 300 rub. | Incoming cash order | |
| 68 | The amount of state duty was transferred | 780 rub. | Payment order | |
| 80 | Reflected increase in authorized capital | RUB 265,000 | Board Protocol | |
| 68 | The amount of the state duty is included in other expenses | 780 rub. | Application for state registration of amendments to the charter |
Increase at the expense of the organization's own property
According to the decision of the board of Faza LLC, the authorized capital of the organization was approved at the expense of additional capital in the amount of 380,000 rubles. The amount of additional capital was formed earlier as a result of revaluation of a group of fixed assets. A state duty of 780 rubles was paid for the execution of documents by Faza LLC.
In the accounting of Faza LLC, the postings were reflected as follows:
Sale of a share of the authorized capital
The founder or participant who has fully repaid the debt on the contribution to the authorized capital has the right to sell his share (or part of the shares):
- third parties;
- to another participant;
- organization directly.
In accounting, the sale of a share (shares) is reflected in the posting Dt 81 Kt 75, regardless of the method and type of sale.
Consider an example:
A participant in Ryabina LLC Markov K.T., who owns a share in the amount of 780,000 rubles, decided to sell the share in favor of the organization.
Postings were made in the accounting of Ryabina LLC.
80 accounting account is a one-way, passive account, which summarizes information about the state and movement of the authorized capital of the enterprise. By this account reflects the key information for the preparation of financial statements.
On what account is the authorized capital taken into account - active or passive?
The authorized capital of an economic entity is reflected in account 80 in accounting. If necessary, sub-accounts are opened for it. Score 80 passive or active? The account under consideration is passive, since the authorized capital is one of the sources of asset formation and at the same time the organization's obligation to the founders, which consists in using the authorized capital funds for certain economic purposes.There are four main indicators on account 80:The authorized capital may be statutory order:
- the value of the opening balance (looks at credit side, since the account is passive), which is formed at the time of registration of the company;
- turnover on credit entries (reflecting the fact of an increase in capital);
- turnover on debit entries (reflecting the fact of a decrease in capital);
- magnitude closing balance(it also shows the credit of account 80) as of the end of the year.
- formed;
- increased;
- reduced.
Postings on account 80: what do credit and debit show?
Regular entries on account 80 of the authorized capital include those that reflect:1. The agreement of the founders on the formation of the authorized capital in a certain amount: Dt 75.1 Kt 80.
2. Actual payment of the authorized capital: Dt 51 (using a current account) Kt 75.1. Capital can also be formed from sources not related to cash, for example, from those valued at in due course fixed assets (Dt 08 Kt 75.1), goods (Dt 41 Kt 75.1), materials (Dt 10 Kt 75.1).
3. Capital increase:
- with the use of additional capital: Dt 83 Kt 80;
- with the use of retained earnings: Dt 84 Kt 80;
- at the expense of dividends: Dt 75.2 Kt 80;
- at the expense of reserve capital: Dt 82 Kt 80;
- through additional issue of shares: Dt 75.1 Kt 80.
- due to the exit of some owners from the business: Dt 80 Kt 75.1;
- due to the withdrawal of the company's shares from circulation: Dt 80 Kt 81;
- due to the need to bring the amount of capital to the value of net assets: Dt 80 Kt 84.
- ordinary shares;
- preferred shares.
- declared;
- subscription;
- paid;
- seized (due to the repurchase of its own shares by the firm).
The account on which the authorized capital is taken into account is important in the preparation of financial statements.
Where is the authorized capital reflected in the financial statements?
Indicators on account 80 are used:Field 3100 reflects data for the year preceding the one before the reporting year. For example, if the report is for 2017, then the credit balance is shown as of 12/31/2015.
- When filling balance sheet. Line 1310 of the balance sheet corresponds to the amount of the authorized capital.
- Completing the capital flow statement.
The following fields reflect data for the year preceding the reporting year:
1. Credit turnover:
3210-3213 - increase in capital (now and further - only on the accounting account of the authorized capital);
3214 - credit turnover in the framework of correspondence with an account of 75.1 ( additional issue shares);
3215 - credit turnover with accounts 83 or 84;
3216 - the balance of the loan during the reorganization of the enterprise.
2. Debit turnover:
3220-3223 - decrease in capital;
3224 - debit turnover with accounts 75 or 84;
3225 - debit turnover with account 81;
3226 - the balance of the loan during the reorganization of the enterprise.
The indicator for line 3200 is the sum of lines 3100 and 3210 minus the indicator for line 3220.
The following fields contain data for the reporting year:
1. Credit turnover:
3310-3313 - capital increase;
3314 - credit turnover on account 75.1;
3315 - credit turnover on accounts 83 or 84;
3316 - the balance of the loan on the account of the affiliated company.
2. Debit turnover:
3320 - decrease in capital;
3324 - debit turnover with accounts 75 or 84;
3325 - debit turnover with account 81;
3326 - the balance of the loan on the account of the allocated company.
The indicator for line 3300 is the sum of lines 3200 and 3310, reduced by the value of the indicator for line 3320.***
The authorized capital is formed on account 80. An increase is shown on a loan, and a decrease on a debit. Turnovers and account balances are taken into account when calculating indicators for financial statements.
Debit 80 Credit 80 - internal entry on the account "Authorized capital". Wiring Debit 80 Credit 80 required in a number of cases, which are described in our article.
Analytical accounting on account 80
As follows from the instructions for the chart of accounts, approved by order of the Ministry of Finance of Russia dated October 31, 2000 No. 94n (hereinafter referred to as the Instruction), analytical accounting for account 80 consists in providing data on the basis of which it is possible to characterize the participants, determine the methods of forming the authorized capital, and also obtain understanding of the types of shares issued. If a situation arises with the share capital, it is analyzed for each partner and type of contribution.
When creating companies and forming the founding capital, it is possible to postpone the contribution of shares for some time. For the founders of an LLC, a delay of 4 months is allowed, for the founders of a JSC - for 3 months (during this period, an amount equal to 50% of the amount of shares must be paid). To take into account these delays, the company can create the following sub-accounts:
- "Declared capital". It records the amount contributed to the charter of the company.
- Subscribed Capital. The total valuation of shares with a completed subscription is indicated.
- "Paid-in capital". The amounts of shares or shares for which payment has already been made are reflected.
- "Withdrawn capital". It records the value of securities purchased from shareholders.
In addition, joint-stock companies have the right to additionally allocate such accounts as “Common Shares” and “Preferred Shares”.
Production cooperatives have their own specifics. As follows from the Instruction, they can add the following sub-accounts to the chart of accounts:
- "Share Fund", which will record the amounts of contributions of participants and the value of their shares.
- "Collective fund", on which the amounts of the parts of the main, as well as working capital of the cooperative, not distributed by shares, will be recorded.
You will find information on the formation of equity capital in the article.
Business transactions reflected by posting Debit 80 Credit 80
Recording Debit 80 Credit 80 used in accounting to reflect transactions on sub-accounts or analytical accounts of the “Authorized Capital” account. Consider several cases of the appropriateness of such wiring:
1. Transactions reflecting cases of correction of the structure of the authorized capital in JSC.
If the JSC has already been entered in the register, then the following entry is made to fix the formed constituent capital: Dt 75.1 “Settlements for contributions to the authorized (reserve) capital” Kt 80.1 “Declared capital”.
At the end of the subscription, the value of the relevant shares is reflected at par: Dt 80.1 “Declared capital” Kt 80.2 “Subscribed capital”.
After the full payment of the shares, the entry will look like in the following way: Dt 80.2 "Subscribed capital" Kt 80.3 "Paid-in capital".
The procedure for the repurchase of shares from shareholders is marked by the following entry on sub-accounts: Dt 80.3 “Paid-in capital” Kt 80.4 “Withdrawn capital”.
Such a record is needed in order to correctly reflect the structural analytics of the authorized capital in accounting. The share buyback event itself is recorded using account 81 “Own shares (shares)”. It can be corresponded, in particular, with the credit of account 51 “Settlement accounts”, if the funds passed through the bank.
A write-back is made when the company's shares previously purchased from shareholders are sold. It looks like this: Dt 80.4 "Withdrawn capital" Kt 80.3 "Paid-in capital".
It should be noted that entries of a similar nature are also acceptable in the accounting of an LLC. Only the subaccount "Subscribed capital" will not be useful to them.
2. Convert preferred shares into ordinary.
The Law “On Joint Stock Companies” No. 208-FZ dated December 26, 1995 (Clause 3, Article 32) allows the transfer of shares from preferred shares to ordinary shares. In circumstances where ordinary shares at par value are not more expensive than preferred ones (according to accounting), for the corresponding amounts a single entry will be required: Dt 80 “Authorized capital”, sub-account “Preferred shares” Kt 80 “Authorized capital”, sub-account “Ordinary shares”.
3. Change of members of the organization.
In cases where one of the participants sells his share in the company, the total amount of capital does not change. But since the analysis of movements in the authorized capital is carried out for each founder, the accounting department records how the composition of participants changes, as follows: Dt 80.3 "Paid-in capital", "Participant 1" Kt 80.3 "Paid-in capital", "Participant 2".
4. Authorized capital of a production cooperative.
In circumstances where a collective fund of such formation is distributed among its participants (new or former), the amount of the distributed parts of the fund is recorded in accounting as follows: Dt 80.2 “Collective fund” Ct 80.1 “Share fund”.
Results
Analytical accounting on account 80 is required by JSC or LLC in order to have a clear idea of financial condition companies in terms of the UK. Using the entry Dt 80 Kt 80, which uses analytical accounts and sub-accounts, the accounting department records changes in the structure of the founding capital.
Account 80 "Authorized capital" is intended to summarize information on the state and movement of the authorized capital (share capital, authorized fund) of the organization.
The balance on account 80 "Authorized capital" must correspond to the amount of the authorized capital recorded in the constituent documents of the organization.
Entries on account 80 "Authorized capital" are made during the formation of the authorized capital, as well as in cases of increase and decrease in capital only after making appropriate changes to the constituent documents of the organization.
After state registration organization its authorized capital in the amount of contributions of the founders (participants) provided for by the constituent documents, is reflected in the credit of account 80 "Authorized capital" in correspondence with account 75 "Settlements with the founders". The actual receipt of the founders' deposits is carried out on the credit of account 75 "Settlements with the founders" in correspondence with the accounts for accounting for cash and other valuables.
Analytical accounting on account 80 "Authorized capital" is organized in such a way as to ensure the formation of information on the founders of the organization, stages of capital formation and types of shares.
Account 80 is also used to summarize information on the status and movement of contributions to common property under a simple partnership agreement. In this case, account 80 is called "Contributions of comrades."
The property contributed by partners to a simple partnership on account of their contributions is credited to the property accounts (51 “Settlement accounts”, 01 “Fixed assets”, 41 “Goods”, etc.) and to the credit of account 80 “Contributions of comrades”. When property is returned to partners upon termination of a simple partnership agreement, reverse entries are made in accounting.
Analytical accounting on account 80 "Contributions of comrades" is carried out for each simple partnership agreement and each participant in the agreement.
Under the number 80, the compilers of the Chart of Accounts understand two completely different accounts: "Authorized capital" and "Contributions of comrades."
Authorized capital
Let's analyze the name of this account. “Capital is the investment of the owners and the profit accumulated over the entire period of the organization’s activity” (clause 7.4 of the Accounting Concept in market economy Russia). Account 80 "Authorized capital" does not take into account the entire capital of the organization, but only that part of it, which is indicated in its charter, hence the name of this part of the capital.
The authorized capital is the minimum amount of the organization's property that guarantees the interests of its creditors. By decision of the founders (participants), the amount of the authorized capital may increase or decrease, but at the same time, appropriate changes must be made to the charter so that the balance of account 80 “Authorized capital” corresponds to the amount of the authorized capital fixed in the charter.
The authorized capital of joint-stock companies is equal to the nominal value of their shares, regardless of the price actually paid for them.
Similarly, the authorized capital of an LLC is equal to the nominal value of the shares of its participants.
Some organizations (general partnership, limited partnership) according to the legislation do not have a charter as part of the constituent documents, therefore they have the amount of funds contributed by the founders, called the share capital.
As you know, state and municipal unitary enterprises are not endowed with the right of ownership of the property assigned to them by the owner, as a result of which the total amount of this property is called the “authorized fund”. Based on the foregoing, account 80 "Authorized capital" should have more than exact name"Authorized (share) capital (fund)", however, for convenience, it was called more briefly "Authorized capital".
At present, Russia has adopted a procedure common in the West, according to which the credit of account 80 “Authorized capital” must always show the same amount equal to that indicated in the charter of the organization.
Throughout the entire activity of the enterprise, the balance on account 80 "Authorized capital" remains unchanged. And only in those cases when the founders decide to either increase or decrease the amount of the authorized capital, and this is rare, account 80 "Authorized Capital" is either debited (in case of a decrease) or credited (in case of an increase). In this case, registration of a new value of the authorized capital is required.
Outwardly, the account seems symbolic, since there is no movement along it, but it is it that serves as the primary source that gives life to the enterprise, and supports this life.
For enterprises of various organizational and legal forms, the law provides for the minimum amount of the authorized capital (for example, for JSC - at least a thousand times, for CJSC and LLC - at least a hundred times the amount minimum size wages established by federal law as of the date of the year
state registration of the company). This is done to protect the interests of the organization's creditors.
An increase in the authorized capital of an organization can be either at the expense of its own sources(additional capital, retained earnings, etc.), or through additional contributions from participants.
In a joint-stock company, an increase in the authorized capital at the expense of funds received from the sale of its shares in excess of their nominal value (share premium), retained earnings, funds from the revaluation of fixed assets occurs as a result of the placement of additional (including convertible) shares by distributing them among its shareholders.
According to paragraph 3.4 of the Decree of the Federal Commission for the Securities Market dated September 17, 1996 No. 19 “On approval of share issue standards when establishing joint-stock companies, additional shares, bonds and their issue prospectuses, amendments to the charter of a joint-stock company regarding the assessment of shareholders' contributions to the charter capital and state registration of amendments to the charter must be carried out on the basis of a decision to increase the charter capital by placing additional shares and a registered report on the results of the issue of additional shares.
The procedure for issuing additional shares of a joint-stock company, placed by way of their distribution among shareholders, includes the following stages:
Approval by the joint-stock company of the decision to issue additional shares;
Preparation of a prospectus for the issue of additional shares (if the state registration of the issue of additional shares must, in accordance with these standards, be accompanied by registration of their issue prospectus);
State registration of the issue of additional shares and (if the state registration of the issue of additional shares is required in accordance with these standards to be accompanied by registration of their issue prospectus) registration of their issue prospectus;
Production of share certificates (in case of placement of additional shares in documentary form) and (in case state registration of the issue of additional shares
accompanied by the registration of their prospectus) disclosure of information contained in the prospectus for the issue of shares;
Distribution of additional shares;
Registration of a report on the results of the issue of additional shares;
Disclosure of information contained in the report on the results of the issue of additional shares (if the state registration of the issue of additional shares was accompanied by the registration of their prospectus).
After registration of the report on the results of the issue of additional shares placed by way of distribution among shareholders, changes are made to the charter of the joint-stock company related to an increase in the authorized capital by the nominal value of the placed additional shares, an increase in the number of outstanding shares and a decrease in the number of declared shares of the corresponding categories (types).
In accordance with clause 8.1 of the Decree of the Federal Commission for the Securities Market dated September 17, 1996 No. 19, the state registration of the issue of shares must be accompanied by the registration of their prospectus in the event of:
Distribution of shares among the founders of a joint-stock company upon its establishment, if the number of founders exceeds 500 and (or) the nominal value of the issue (issue volume) of shares exceeds 50,000 minimum wages;
Distribution of shares among the shareholders of a joint-stock company, if their number exceeds 500 and (or) the nominal value of the issue (issue volume) of shares exceeds 50 thousand minimum wages;
Conversion of shares, if the number of their purchasers exceeds 500 and (or) the nominal value of the issue (issue volume) of shares exceeds 50,000 minimum wages;
open subscription;
A closed subscription for securities, if the number of their purchasers exceeds 500 and (or) the nominal value of the issue (issue volume) of securities exceeds 50,000 minimum wages.
In accordance with paragraph 15 of Art. 251 of the Tax Code of the Russian Federation, the value of additional shares received by the shareholder organization, distributed among shareholders by decision general meeting proportionally
the number of shares they own, or the difference between the par value of new shares received in exchange for the original shares and the par value of the shareholder's initial shares when they are distributed among shareholders when the authorized capital of a joint-stock company is increased (without changing the shareholder's stake in this joint-stock company) is not taken into account when determining tax base to calculate income tax.
The authorized capital at the expense of additional contributions from shareholders is increased by subscription, which is understood as the placement of securities on the basis of agreements (including purchase and sale agreements, exchange agreements). Placement of securities by open subscription (public offering, public issue) involves the placement of securities among a group of persons unlimited in advance, by closed subscription (private placement) - among a previously known circle of persons.
Amendments to the charter of a joint-stock company and their state registration are also carried out on the basis of a decision to increase the authorized capital by placing additional shares by subscription and a registered report on the results of the issue of additional shares. At the same time, the procedure for issuing additional shares of a joint-stock company placed by subscription includes stages similar to the issue of additional shares distributed among shareholders, with the exception of the procedure for distributing additional shares, which is replaced by a subscription for additional shares.
Placement of shares by subscription is carried out within the period specified in the registered decision on the issue of securities. This period may not exceed one year from the date of approval of the decision to issue securities.
Legislative acts set limits on the value at which shares can be purchased by shareholders. Payment for the shares of the company is carried out at market value, but not lower than their nominal value (clause 1, article 36 federal law dated 12/16/95 No. 208-FZip. 11.18. Decree of the Federal Commission for the Securities Market of September 17, 1996 No. 19). When establishing a joint-stock company, the founders pay for the shares at their nominal value.
The Company has the right to place shares at a price below their market value in the following cases:
Placement of additional ordinary shares of the joint stock company: to non-owners of the company's ordinary shares in the exercise of their pre-emptive right to acquire such shares at a price that cannot be lower than 90% of their market value;
Placement of additional shares with the participation of an intermediary at a price that cannot be lower than their market value by more than the amount of the intermediary's remuneration, set as a percentage of the placement price of such shares.
In accordance with clause 10.1. Decree of the Federal Commission for the Securities Market dated September 17, 1996 No. 19 placement of securities (with the exception of the distribution of shares among the founders of a joint-stock company upon its establishment) before the state registration of their issue is prohibited. State registration of the issue of shares cannot be carried out:
Until full payment of the authorized capital of the joint-stock company-issuer (with the exception of the issue (issues) of shares placed by distributing them among the founders of the joint-stock company upon its establishment);
Until the registration of reports on the results of all previously registered issues of shares and the introduction of appropriate amendments to the charter of the joint-stock company-issuer.
When the authorized capital is increased, the amount of the increase is reflected in the credit of account 80 "Authorized capital" in correspondence with the accounts:
75-1 "Settlements on contributions to the authorized (share) capital" - at the expense of additional contributions of participants;
83 "Additional capital" - at the expense of additional capital;
84 " Undestributed profits (uncovered loss)” - at the expense of retained earnings;
66 "Calculations for short-term loans and loans" and/or
67 "Calculations for long-term loans and loans” - by converting the company's bonds into shares.
According to paragraph 4 of Art. 35 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies", if at the end of the second and each subsequent fiscal year the value of the net assets1 of the joint-stock company will be less than the charter
1 The methodology for their calculation is determined by the joint order of the Ministry of Finance of the Russian Federation and the Federal Commission for the Securities Market dated 05.08.1996 No. 71 and 149 “On the procedure for assessing the value of net assets of joint-stock companies”.
th capital, the company is obliged to reduce its authorized capital to an amount not exceeding the value of its net assets. If the value of the net assets of a joint-stock company becomes less than the minimum authorized capital determined by law, the company is subject to liquidation.
When the authorized capital is reduced, the amount of the reduction is reflected in the debit of account 80 "Authorized capital" in correspondence with the accounts:
75-1 "Settlements on contributions to the authorized (share) capital" -for the amount incomplete payment of deposits on time or if the requirements for registration of amendments to constituent documents are violated;
84 "Retained earnings (uncovered loss)" - when reducing the authorized capital in order to bring it in line with the size of the company's net assets;
81 "Own shares (stakes)" - cancellation of shares (stakes) repurchased from shareholders (participants).
In the explanations to account 80 “Authorized capital” it is written: “Analytical accounting for account 80 “Authorized capital” is organized in such a way as to ensure the formation of information on the founders of the organization, stages of capital formation and types of shares.” To do this, to account 80 "Authorized capital" it is necessary to open analytical accounts for each founder, indicating the amount of his contribution to the authorized capital. This information is necessary to resolve issues on the amount of income from participation in the organization to be paid to each participant, on the distribution of property between the founders of the enterprise during its liquidation, etc.
The founders, within three months from the date of registration of the partnership or company, must make contributions in the amount of at least 50% of the authorized (share) capital, and the remaining amount - within due date(as a rule, within a year from the date of registration of the organization). Therefore, analytical accounting for account 80 "Authorized capital" should be kept in such a way as to have information about the amount of paid-in and unpaid capital and compliance with payment terms. For this, in particular, in joint-stock companies it is recommended to open the following sub-accounts for account 80 “Authorized capital”: “Declared capital” (in the amount recorded in the charter of the joint-stock company), “Subscribed
capital” (for the value of the shares for which the subscription was made), “Paid-in capital” (in the amount of funds contributed by the founders), “Withdrawn capital” (for the value of shares withdrawn from circulation by redeeming them from shareholders), etc.
After the state registration of the joint-stock company, the following entry is made for the amount of its authorized capital:
Dr. c. 75-1 "Settlements on contributions to the authorized (share) capital"
Set of c. 80 "Authorized capital", sub-account "Declared capital".
For the value of shares in nominal value, for which the subscription was made:
Dr. c. 80 "Authorized capital", sub-account "Declared capital"
K-tsch. 80 "Authorized capital", sub-account "Subscribed capital".
As the shares are paid for, a record is made on their value: Dr. 80 "Authorized capital", sub-account "Subscribed capital" Kt sch. 80 "Authorized capital", sub-account "Paid-in capital".
For the amount of own shares repurchased from shareholders, the following entry is made:
Dr. c. 80 "Authorized capital", sub-account "Paid-in capital"
Set of c. 80 "Authorized capital", sub-account "Withdrawn capital".
Upon further sale of own shares repurchased from shareholders:
Dr. c. 80 "Authorized capital", sub-account "Withdrawn capital" Kt sc. 80 "Authorized capital", sub-account "Paid-in capital".
Joint stock companies are entitled to place ordinary shares, as well as one or more types of preferred shares. If this is the case, then account 80 "Authorized capital" in joint-stock companies should be provided with analytical accounting by type of shares placed. Such accounting can be kept in the traditional way in the context of open sub-accounts, or analytical accounts are kept in parallel to sub-accounts. Since there are few records in analytical accounting, it is not difficult to ensure the identity of its data with the data of subaccounts.
Comrades contributions
Under a simple partnership agreement (agreement on joint activities), two or more persons (partners) undertake to combine their contributions and act jointly without forming a legal entity to make a profit or achieve another goal that does not contradict the law. The fact that a simple partnership does not function as entity, facilitates in many ways its creation, because it does not require state registration.
The contribution of a friend is recognized as everything that he contributes to the common cause, including money, other property, as well as professional and other knowledge, skills and abilities, business reputation and business connections. The partners' contributions are assumed to be equal in value, unless otherwise follows from the simple partnership agreement. The amount of contributions is estimated by agreement between the comrades.
The property contributed by the comrades is recognized as their common property. shared ownership unless otherwise provided by law or a simple partnership agreement. Responsibilities of Companions common property and the procedure for reimbursement of expenses associated with the performance of these duties are determined by the contract.
The procedure for accounting for operations of simple partnerships is established by the Guidelines for the reflection in accounting of operations related to the implementation of a simple partnership agreement, approved by order of the Ministry of Finance of the Russian Federation of December 24, 1998 No. 68n.
Accounting of the common property may be entrusted to one of the participants in the partnership. The partner who is entrusted with the conduct of common affairs acts on the basis of a power of attorney issued by the other participants in the simple partnership agreement. The property contributed by the participants is recorded on a separate balance sheet of the partner who is entrusted with the management of the common affairs of the participants in the agreement. The data of a separate balance sheet are not included in the balance sheet of a partner enterprise conducting common business.
Each partner reflects his contributions under a simple partnership agreement in the debit of account 58 " Financial investments» with crediting accounts for the accounting of valuables transferred to the partnership.
Upon termination of the contract, things transferred to the common possession and / or use of the partners are returned to the partners who provided them. Reflection by a partner in accounting of operations to receive property upon termination of a simple partnership agreement can be carried out according to one of two options. In the first option, account 91 “Other income and expenses” is used; in the second option, this account is not applied. When reflecting receipt material assets according to the first option, the value account is debited and account 91-1 “Other income” is credited. For the amount of depreciation of fixed assets and intangible assets an entry is made on the credit of accounts 02 “Depreciation of fixed assets” and 05 “Depreciation of intangible assets” and the debit of account 91-2 “Other expenses”, respectively. At the same time, the amount is recorded in the debit of account 91-2 “Other expenses” and the credit of account 58 “Financial investments”.
When reflecting the receipt of material assets under the second option, account 01 “Fixed assets” is debited and account 58 “Financial investments” is credited for the amount of the assessment of the contribution under the simple partnership agreement (if the residual value of the fixed asset is equal to or lower than the assessment of the contribution under the simple partnership agreement) or the value of the residual the value of the fixed asset, if the latter is lower than the assessment of the contribution under the simple partnership agreement. At the same time, account 01 "Fixed assets" is debited and account 02 "Depreciation of fixed assets" is credited for the amount of depreciation for the received fixed asset. If the initial valuation of fixed assets received upon termination of the simple partnership agreement, according to the transferring party, does not correspond to the initial valuation according to the accounting records of the receiving party, then the difference must be reflected in one of the following ways:
a) when exceeding the rating of the transmitting side d-t sch. 01 "Fixed assets"
Set of c. 91-1 "Other income";
b) in case of exceeding the assessment of the host party D-t sc. 91-2 "Other expenses"
Set of c. 58-4 "Contributions under a simple partnership agreement." Accounting for operations under a simple partnership agreement, including accounting for income and expenses, as well as calculation and accounting of financial re
The results are carried out by the comrade conducting common affairs in the generally established order.
Accounting for property contributed by partners is carried out on the basis of primary documents on the acquisition of property. In this case, the contributions of comrades are reflected in the debit of the accounts of accounting for property objects (51 “Settlement accounts”, 01 “Fixed assets”, 41 “Goods”, etc.) and the credit of account 80 “Contributions of comrades”.
Upon the expiration of the term of a simple partnership agreement or its termination, the property that is in common ownership of the partners is subject to division. When this property is returned, the comrade conducting common affairs debits account 80 “Contributions of comrades” in correspondence with account 91-1 “Other income”. At the same time, an entry is made in the debit of account 91-2 “Other expenses” in correspondence with accounts for accounting for property (01 “Fixed assets”, 10 “Materials”, 41 “Goods”, etc.). The amount of depreciation of fixed assets and intangible assets is recorded respectively in the debit of accounts 02 “Depreciation of fixed assets” and 05 “Depreciation of intangible assets” in correspondence with account 91-1 “Other income”.
