How capital is formed when organizing a joint stock company. Equity capital. See what "share capital" is in other dictionaries

Share capital represents the company's net worth, in other words, what will remain if all of its debts are paid off. The remainder gives us an idea of \u200b\u200bthe proportion of the company that is owned by shareholders, the funding system through common and preferred shares, and other aspects.

Equity capital can come from funds directly invested in the business by investors, or from income earned by the company and reinvested in the business (also known as “retained earnings”).

Share capital is also referred to as "equity", "equity capital" or "net worth" of the company.

Share capital - capital joint stock companyformed by pooling many individual capitals and attracting the savings of small investors through the sale of stocks and bonds. Equity capital is formally an impersonal capital, since it is the property of the joint stock company as a whole, and not of its individual members. In fact, the largest financial magnates control it through a controlling stake.

Share capital, on the one hand, acts in the form of real productive capital (tools and objects of labor, production buildings, etc.) that functions in production.

On the other hand, it finds its reflected existence in the securities of a joint-stock company - stocks and bonds, which are a special "title of ownership" and thus act as paper duplicates of the actual capital. Stocks, bonds and other securities that bring income to their owners form fictitious capital. Shares and bonds are traded regardless of the movement of real capital of enterprises.

The amount of capital represented by securities is usually significantly higher than the actual capital invested in joint stock companies. This can be explained both by the fact that during the period of capitalist production growth, the stock price is significantly higher than their nominal value due to large dividends, and by the tendency for the average rate of interest on loans to fall.

The authorized capital is fixed in the charter of a legal entity, and its minimum size and the procedure for forming the authorized capital of a joint-stock company, as well as the procedure for increasing it, are determined by legislative acts of the Republic of Kazakhstan.

Economic understanding of the authorized capital. The authorized capital is formed, or it is formed capital. It does not represent capital that directly functions in production, trade, etc. This capital is not capital spent on the acquisition of material means of production, wages, etc.

Authorized capital - the capital of a legal entity, formed at the expense of the funds of its participants, called "contributions".

The authorized capital of the joint stock company. Such capital is not just the authorized capital fixed in the charter of the company and formed from the contributions of its members. It is also necessarily divided into a certain number of shares that exist independently of it. In the legal wording, a joint-stock company is called "a business company, whose authorized capital is divided into shares." However, in a business company, the authorized capital is formed at the expense of contributions from its participants, and in a joint-stock company, the same capital is divided into shares. It turns out that in the same case, the capital is simultaneously combined from parts (contributions), and is divided into parts.

Therefore, the following definition can be given: the authorized capital of a joint-stock company is the capital of a legal entity, which is formed from the contributions of its participants by exchanging these contributions for shares.

Quantification of the authorized capital of a joint stock company.

The essence of dividing the authorized capital into shares is that:

The contribution (contribution) of the participant takes the form of a share in a joint-stock company; a share is a form of existence of a contribution to the authorized capital, but not this contribution itself;
the number of deposits is equal to the number of shares, but the value of deposits and shares cannot coincide (the form cannot coincide with its content);
a share serves as the only evidence of participation in the authorized capital, and through it in the organization itself - in a joint-stock company (the rules for accounting for shares are established by law).

The minimum amount of the authorized capital of a company is 50,000, which is a multiple of the monthly calculation index established by the law on the budget for the corresponding financial year.

The authorized capital of the company is formed by payment of shares by the founders at their par value and the sale of shares to investors at the offering price established in accordance with the requirements of this Law.

The amount of the authorized capital paid by the founders must be at least the minimum size of the authorized capital of the company and fully paid by the founders within thirty days from the date of state registration of the company as a legal entity.

An increase in the declared authorized capital of a joint-stock company is allowed only after the placement and payment of all shares declared for issue by decision of the general meeting of shareholders.

A decrease in the declared authorized capital of a joint-stock company is possible by the amount of the difference between the declared and issued (paid) capital. Reduction of the declared authorized capital below the minimum amount is not allowed. The decision to reduce the declared authorized capital of the joint stock company is also taken by the decision of the general meeting of shareholders. A decrease in the declared authorized capital is allowed no earlier than 30 days after notification of all creditors of the joint-stock company by publishing an announcement about this in the print media and (or) sending them a written notification. In this case, creditors have the right to demand early termination or fulfillment of the relevant obligations and compensation for losses. The issued (paid) authorized capital of the company can be changed by issuing new shares or by redemption and subsequent cancellation of the issued shares. In this case, the total par value of the issued shares must not be lower than the minimum amounts established for the issued (paid) authorized capital of the corresponding type of joint-stock company. If at the end of the second and any subsequent financial year the value of the net assets of the joint-stock company turns out to be less than the size of the issued (paid) authorized capital, the company is obliged to make a decision to reduce it.

The procedure for payment of the authorized capital of a joint stock company. To pay, before the creation of a joint-stock company, its authorized capital by depositing money, the founders may, in the memorandum of association, appoint a person who must open a bank account in his own name to transfer appropriate funds to this account. The decision to appoint a founder authorized to open and close a bank account is also recorded in the minutes of the constituent assembly. A commercial bank chosen by the founders of the joint-stock company opens a temporary savings account on the basis of a bank deposit agreement (conditional deposit), according to which operations are performed on the temporary savings account related to the formation of the authorized capital of a newly created legal entity and payment for bank services provided to them under a bank deposit agreement.

To open a temporary savings account, the designated settlor must submit to the bank:

1) an application for opening a temporary savings account;
2) a document with a sample signature;
3) a copy of the minutes of the founders of the legal entity being created on the appointment of an individual authorized to open and close a temporary savings account.

After the creation of a joint stock company and opening its own bank account, the founder, in whose name a temporary savings account has been opened, is obliged to transfer money from this account to the account of the joint stock company within five working days. If the charter of a company provides that its founders make contributions to the authorized capital not of money, but of other property, the founders of the company may indicate in the foundation agreement which of the founders or that third party to whom the respective property should be transferred into trust management for the period before and after the creation society.

As a contribution to the authorized capital of the company, it is allowed to contribute property, which can be used only after some time.

By the decision of the general meeting, such a contribution can be recognized as made to the authorized capital from the date of receipt of a notarized debt obligation from a member of the company, which indicates the nature of the contribution, its monetary value and the actual payment period, which should not exceed three years.

Increase in share capital

The following methods of increasing the share capital are known:

1) issue of new shares;
2) emission premium;
3) distribution of free shares;
4) conversion of securities.

1. Issue of new shares (preemptive rights). A shareholder has the right to retain his share of the ownership of the enterprise, which is determined in proportion to the number of his shares. With the next issue, shareholders may be granted the right of pre-emptive purchase of new shares at a reduced price, which is valid only during the subscription period. Shareholders can purchase shares or transfer the right of pre-emptive purchase to other persons (existing or potential investors).

The cost of the subscription right is calculated using the following formula:

Subscription right cost \u003d (old share price - issue price) / number of rights required to buy one share + 1

EXAMPLE. Enterprise A shares are quoted at $ 52. To subscribe to one share at $ 40, you must have three old shares.

The cost of the right to subscribe one share will be:

($ 52 - $ 40): 3 + 1 \u003d $ 5

In connection with the issue of new shares, the company incurs certain expenses, including:

Expenses for the production of blank certificates of shares;
- advertising costs;
- commissions to intermediaries, etc.

Method for calculating the value of the new share capital. The costs associated with the issue of new shares reduce the profit remaining at the disposal of the enterprise, a part of which is known to be distributed in the form of dividends to shareholders. It is obvious that a decrease in profits may lead to a decrease in dividends. It is possible to cover emission costs by increasing the profitability of new investments, for the implementation of which funds are attracted.

The cost of new shares is calculated using the formula:

The cost of new shares \u003d dividends in the future period / profit (1 - issuance costs) + increase in dividends (in%)

2. The issue premium is the difference between the issue price (sale price) and the par value of a share. The increase in the selling price of shares in comparison with the par value leads to an increase in the liquid assets of the enterprise. Additional funds are invested in the activities of the enterprise.

The share issue price is set on the recommendation of banks:

1) above the par value of shares;
2) below the rate of old shares. The ratio of the price of the new issue to the price of old shares is influenced by various factors, including the volume of the issue, the average market yield, etc.
3. The distribution of free shares is carried out at the expense of reserves in equity. The item “reserves” is decreased and the item “share capital” is increased by the amount of shares distributed free of charge. A shareholder can assign (sell) his right to purchase free shares to another person.

The cost of such a transaction is determined by the following formula:

Cost of the right to purchase free shares \u003d share price before free purchase - (share price before free purchase number of old shares) / (number of old shares + number of new shares)

4. Conversion of debts. If the company is not able to timely and fully repay its obligations to suppliers, creditors, owners of bonds or preferred shares, then by mutual agreement of the parties or without the investor's approval, the debt can be converted into common shares. Conversion of debt into common shares means the transformation of borrowed capital into equity without external transactions (as opposed to an exchange, in which the securities of a given company can be exchanged for securities of another). The resulting decrease in the share of debt and an increase in the share of equity capital means a weakening of the company's dependence on external sources of financing, which has a beneficial effect on its financial position.

Conversions that require the consent of the investor (or lender) are called voluntary (Voluntari), which do not require the consent of the investor (or lender) - forced (Involuntari).

The most common types of convertible debt are convertible securities (bonds and preferred shares). The terms of circulation of convertible securities, as a rule, imply the possibility of their redemption (in relation to bonds, as fixed-term securities, - early redemption). The decision on early redemption of convertible bonds is made if their market value reaches a certain level (strike price). The decision to revoke convertible preferred shares is made if their common share price rises to such a level that the value of the share capital in common shares is lower than or equal to the value of the share capital in preferred shares.

In terms of circulation of preferred shares, a clause is made:

1) either the redemption price (usually higher than par);
2) or on the proportions of exchanging preferred shares for common ones.

In convertible securities, before their conversion, it is calculated in the usual way in accordance with their type, after conversion - in accordance with the new type.

The share capital value of convertible preferred shares is calculated:

1) before conversion - according to the formula for preferred shares;
2) after conversion - according to the formula for common shares.

The cost of debt capital in convertible bonds is calculated:

1) before conversion - according to the formula for bonds;
2) after conversion - according to the formula for common shares.

Authorized capital of a joint stock company

The authorized capital (MC) of a joint stock company (JSC) is the minimum material condition for starting a business. The legal significance of the Criminal Code is that its size determines the limits of the minimum property liability of the company for its obligations. One should not equate the Criminal Code with all the property of the organization, the value of which may, or rather should, differ from the size of its Criminal Code.

The authorized capital of a JSC is a constant value that does not change depending on the growth of the company's assets. In a joint-stock company, the charter capital is composed of the par value of shares, since their actual value varies depending on the profitability of the joint-stock company.

In accordance with the legislation, when a JSC is established, it is obliged to go through the state registration procedure for its shares, the acquirers of which, in turn, are the shareholders (founders) of this company. You can read more about the process of registering shares of a joint stock company in the article "Registration of shares in a joint stock company".

The minimum size of the authorized capital of joint stock companies

Article 26 of the Federal Law on Joint Stock Companies establishes the following minimum amount for joint stock companies:

For an open joint stock company - at least 1000 times the minimum wage;
- for a closed joint stock company - at least 100 times the minimum wage.

Payment for shares of a joint stock company

In accordance with Article 34 of the Law on Joint Stock Companies, payment for shares distributed among the founders of a joint stock company at its establishment may be carried out in money, securities, property or property rights.

The monetary valuation of the property contributed as payment for the shares at the foundation of the company is made by agreement between the founders. When paying for shares other than cash, an independent appraiser must be involved to determine the market value of such property, unless otherwise provided by federal law.

According to Article 77 of the Law on Joint Stock Companies, in cases where the price (monetary value) of property, as well as the placement price or the price of redemption of the company's equity securities are determined by a decision of the board of directors (supervisory board) of the company, they must be determined based on their market value.

Engaging an independent appraiser to determine the market value is mandatory for determining the price of the company's redemption from shareholders of their shares.

The shares of the company, distributed at its foundation, must be fully paid up within a year from the date of state registration of the company, unless a shorter period is provided for by the agreement on the foundation of the company.

At least 50 percent of the company's shares distributed at its foundation must be paid within three months from the date of state registration of the company.

The share owned by the founder of the company does not grant the right to vote until its full payment, unless otherwise provided by the charter of the company.

Shares in the authorized capital of a joint stock company

If a joint-stock company is created by several founders (more than 1 founder), then the authorized capital is contributed by all founders of the joint-stock company. The size of the share in the authorized capital is determined in proportion to the monetary equivalent contributed to the authorized capital of the joint-stock company.

After the state registration of the issue of shares, the shares pass into the ownership of the founders of the company in accordance with the size of the share in the authorized capital.

According to article 3.2.2. "Standards for the issue of securities and registration of securities prospectuses" documents for state registration of the issue of shares, when establishing a joint-stock company, must be submitted to the registering authority ( federal Service for financial markets - FFMS) within one month from the date of state registration of JSC.

When establishing a JSC, the placement of equity securities is carried out before the state registration of their issue, and the state registration of the report on the results of the issue is carried out simultaneously with the state registration of the issue of shares.

For convenience, here is the generally accepted terminology:

Issuer - an organization that issued shares (securities).

Issue of shares (securities) - the aggregate of all shares of one issuer, granting the same amount of rights to shareholders and having the same par value.

An issue of shares is assigned a single state registration number, which applies to all shares of this issue.

Issue of shares (securities) - the sequence of actions of the issuer to place shares.

Placement of shares (securities) - the stage of the issue of shares, at which transactions are made aimed at alienating shares to their first owners, in other words, the stage of acquiring shares by shareholders (founders) of the company in exchange for contributions made to the charter capital.

Share capital of a joint stock company

The share capital of a joint stock company is divided into shares. The nominal amount of shares must correspond to the amount of the share capital. From an economic point of view, a share is a security in which a certain part of the company's property is expressed. Shares can be simple and preferred, registered and bearer. Shares that are bought and sold on exchanges are published in the exchange quotation indicating the exchange price.

Investments in fixed assets of joint-stock companies significantly prevail over investments in state and municipal enterprises in such types of economic activities as food industry - 50.3 times, metallurgy and metal processing - 46.3 times, communications - 37.4 times, trade - 29.8 times, construction - 15 times, pulp and paper industry - 12.4 times, agriculture - 9.1 times, production of wood and wood products - 2 times.

Share capital - the share capital of a joint-stock company formed by issuing shares. Distinguish between: fixed capital, the size of which is recorded in the Charter; subscription - mobilized by subscription; paid - paid at the time of subscription. It is possible to issue constituent shares for an amount that significantly exceeds the real value of the company's assets. The excess is the founding income, which forms the additional capital of the company.

Share capital - the share capital of a joint stock company, the size of which is regulated by the Charter.

Share capital - the share capital of a joint stock company, the size of which is determined by its charter. Formed at the expense of borrowed funds and the issue (issue) of shares. A share is a security issued by a joint stock company, which gives the right to its owner.

Share capital - the share capital of a joint stock company, which is formed by issuing shares. It is the authorized capital, since its size is determined by the company's charter of the company.

Share capital - the share capital of a joint stock company, which is formed by issuing shares. It is the authorized capital, since its size is determined by the charter of the company.

Authorized capital - the minimum amount of the share capital of a joint stock company, established in the memorandum of association. The authorized capital is the main source of own funds from which the fixed and circulating assets are formed.

In Germany, out of 18 billion marks of the total amount of fixed capital of joint stock companies, up to 2/2 billion belongs to the Chemical and Steel trusts. The Steel Trust, which has 2/3 of steel production, commands decisively everything and determines the main lines of the country's political life.

Capitalized dividend:

1) a dividend directed by the decision of shareholders to increase the equity capital of the joint-stock company;
2) the share price, constituting such an amount of money capital, which, when lent, gives income equal to the dividend received on the shares.

The borderline between actual repair and replacement, between maintenance costs and costs associated with replacement, is more or less arbitrary. Hence the perennial dispute, for example, in rail transport about whether the known costs are repair or replacement costs, whether they should be covered from running costs or from the share capital of a joint stock company. Charging the cost of repairs to capital account instead of charging it to income is a well-known means by which the boards of railway companies artificially inflate their dividends.

The borderline between actual repair and replacement, between maintenance costs and costs associated with replacement, is more or less arbitrary. Hence the perennial debate, for example in railroad transport, about whether the known costs are repair or replacement costs, whether they should be covered from operating costs or from the share capital of a joint stock company.

The border between the actual repair and reimbursement, between the costs of maintenance and the costs of renewal, is more or less arbitrary. Hence the perpetual dispute, for example, in the railway transport, about whether the known costs are repair or reimbursement costs, whether they should be covered from operating costs or from the share capital of a joint stock company. Charging the cost of repairs to capital account instead of charging it to income is a well-known means by which the boards of railway companies artificially inflate their dividends.

Share of share capital

The share of a shareholder in the capital of a company is the amount of money that a shareholder has contributed to the total capital of an open or closed joint stock company. The share is strictly proportional to the number of shares held by the shareholder, if the company did not issue additional securities. In the event of a re-issue, the equity relations are subject to recalculation.

The value of the share of invested capital for the shareholder and the company

The ability to calculate the share of the capital invested in a joint stock company is very important, since large investments can lead to additional legal consequences. It is very important to be able to assess the influence of the share of capital on the weight of the shareholder's vote and the amount of the dividend received.

In open or closed joint stock companies, economic decisions are made by the Board of Directors by a majority vote. The more capital the investor has invested in the company, the more more weight will be in his voice. Consider a simple situation: twenty shareholders are in favor of paying dividends for the current year, and twenty are against payment. The shareholders of the first twenty have a capital share of thirty percent, the second - seventy percent. Naturally, the decision will be made in favor of the second twenty - not to pay the dividend this year. That is, with an equal number of votes on the Board of Directors, the weight of each individual vote is different and is directly proportional to the share of capital invested in the company.

If an investor buys out more than half of the company's shares, he (most often) is appointed to the post of General Director of the joint stock company.

The second is the size of the dividend. It also directly depends on the invested capital share. The more money the investor has invested, the more royalties they will receive. If one investor has a thirty percent share of capital, and the other has seventy percent, then the dividends will be distributed in the ratio of 70:30.

The possibility of investing in a joint-stock company not the full amount of capital, but some part of it - a share of capital - allows the investor to protect himself from a possible financial collapse: if the company goes bankrupt, the shareholder will lose only part of the invested funds.

In the case of the re-issue of shares by the enterprise, the shares of capital will change, therefore, the weight of the vote of each shareholder and the amount of the dividend will change. The share of the share capital can be increased or decreased if there is an opportunity to buy or sell shares, it will also change when the purchase / sale rates of securities change.

Bank's share capital

Bank capital - money capital attracted by the bank from various sources and used to conduct banking operations. Bank capital forms the bank's financial resources.

The capital of the bank is the amount of the bank's own funds, which is the financial basis of its activities and the source of resources. K. b. aims to maintain customer confidence in the bank and convince creditors of its financial soundness. K. b. should be large enough to ensure the confidence of borrowers that the bank is able to meet their needs for loans even under unfavorable conditions of economic development of the country. This leads to increased attention of supervisory state authorities. and international bodies to the size and structure of K. b. The capital adequacy ratio is among the most important in assessing the reliability of a bank (see Bank ratings). The special importance of K. b. is determined by its functions.

The main protective function of K. b. realized by absorbing possible losses and protecting the interests of depositors. Operational function K. creates an adequate growth base for the bank's assets, i.e. the possibility of expanding its activities. Therefore, banks with conservative activity K. b. may be less than that of banks whose activities are characterized by increased risk.

Regulating function K.b. associated exclusively with the special interest of society in the successful functioning of banks. The rules related to ensuring the normal functioning of the bank include the requirements for the minimum amount of the authorized capital required to obtain a banking license; the maximum amount of risk per lender and borrower; restrictions on assets when buying assets of another bank.

Intl. In practice, a unified methodology for calculating Kb is used, adopted in Basel (Basel Agreement). The Agreement on the International Unification of Capital Calculation and Capital Standards establishes uniformity in the definition of the capital structure (Tier I and II capital, the ratio between them), the risk weighting scale for balance sheet assets, the system for recalculating off-balance sheet items and the standard for the minimum ratio of Tier I and II capital to assets and risk-weighted off-balance sheet transactions.

In 1997, the Basel Committee adopted a new decision, in accordance with K. b. should be calculated taking into account market risks. Tier III capital is allocated to cover market risks. Tier I capital (fixed, basic) includes: paid-in share capital (ordinary shares); perpetual non-cumulative privilege. promotions; open reserves formed from net profit; income from the sale of ordinary shares in excess of their par value to the first shareholders; the published retained earnings balance.

Tier II capital (additional) includes:

Hidden reserves (reserves created from net profit, the direction of which is not reflected in the balance sheet); revaluation reserves for certain assets; general provisions for covering credit risks;
hybrid instruments such as debt capital (for example, perpetual debt instruments);
subordinated term debt.

The amount will add, the capital should not be more than the basic, basic capital, and the subordinated debt should not exceed 50% of the Tier I capital.

Tier 111 capital consists of short-term subordinated debt (at least 2 years) and must not exceed 250% of Tier I capital. In domestic practice, the calculation of K. b. as close as possible to international standards. In accordance with the current regulations in the Russian Federation, K. Level I, used in calculating mandatory economic standards, include: charter, reserve funds and share premium; the cost of property received free of charge; accumulation funds; retained earnings confirmed by auditors.

Tier I capital is reduced by the amount of the admitted losses, the repurchased properties. shares, the residual value of intangible assets Tier II capital (additional) includes preference shares not included in K. b. Level I, revaluation of fixed assets; reserves for loans of the I group; profit of the current year; authorized capital (share in non-joint-stock banks); subordinated loan. This capital must not exceed the fixed capital (surplus is not taken into account). The amount received is reduced by the amount of underdeveloped reserves, accounts receivable, etc. costs. The bank's assets are calculated taking into account: credit risk; the risk of transactions recorded on off-balance sheet accounts; the risk of operations in derivatives transactions and market risks (for banks with an investment portfolio that doubles their equity capital).

In banking practice, there are: statutory; joint stock; share; spare; declared; paid up capital.

Authorized capital (hereinafter U. k.) - organizational and legal form of capital, the value of which is determined memorandum of association on the creation of a bank and is enshrined in its charter. It includes the par value of the issued shares and contributed shares and is formed by issuing shares when a joint-stock bank is created and contributions by the participants of a non-joint-stock bank. If the purchased amount of shares or shares of one participant or the bank's participants related by common interests is more than 20 ° C. it is necessary to obtain the consent of the Central Bank of the Russian Federation.

The value of U. to. is not legally limited. The predominant form is share capital. U.k. Joint-stock banks consists of ordinary and privileged. (their par value should not exceed 25% of the bank's equity) of shares, equity non-joint-stock banks consists of shares contributed by members of the bank in accordance with the constituent documents. By the European Economic Community in Dec. 1989 set the minimum value of U. to. for commercial banks: 5 million ECU (since 1999 - euro). The Central Bank of the Russian Federation for newly created commercial banks establishes requirements for the minimum value of the CQ, corresponding to these standards. U.k. reflected in the liabilities of the balance sheet and formed by monetary contributions to the nat. currency of the Russian Federation and tangible assets (buildings and equipment necessary for the activities of the bank, land for the construction of a building). The regulations of the Central Bank of the Russian Federation provide that the share of tangible assets in the capital for newly created banks should not exceed 20% in the first 2 years of their activity (subsequently not more than 10%).

U.k. - an integral element of the bank's equity capital. To increase U.K. operating banks can use their own funds (reserve fund; increase in value from the revaluation of fixed assets; share premium; funds of accumulation funds and special funds; unused profits of previous years). By the decision of the bank participants to increase the U.k. accrued, but not paid dividends based on the results of work for the last year can be sent. To designate U. to. the terms are also used: "main", "authorized", "registered", "subscription", "nominal".

Share capital (hereinafter AK) is the capital of a bank created as a joint stock company. Formed by the sale of shares of the issuing bank. A. to. consists of ordinary and privileged. shares. When shares are sold at a price higher than their nominal value, a joint-stock bank receives share premium (founder's profit), which is an integral part of the joint-stock company. Share capital and paid-in capital are allocated. A. to. is accounted for in the liabilities of the bank's balance sheet on the accounts "Authorized capital of joint-stock banks formed from ordinary shares" and "Authorized capital of joint-stock banks formed from preferred shares" in the context of shareholders. Increase A. to. occurs through capitalization of retained earnings of previous years and other property. bank funds, dividends and supplements, issue of shares.

Declared capital (hereinafter O.c.) - the bank's capital specified in the constituent documents when it was created or in the issue prospectus or notification letter to the Main Department of the Central Bank of the Russian Federation with a subsequent increase in the amount of C. bank. Ob.k. the newly created bank cannot be lower than the minimum value of the CQ required for its registration and obtaining a license for banking activities. With a subsequent increase in U. to. by supplementing, issuing shares by joint-stock banks or contributing shares by participants in a non-joint-stock bank Ob.k. will be equal to the sum of the issues of shares or the sum of the increment of CQ. not a joint stock bank. Share capital (hereinafter Pc) is the capital of a bank established as a limited liability company (not a joint stock bank). Allocate share, paid (ie, the shares contributed by the bank participants to the corresponding bank account) and registered (ie, approved by the corresponding Department of the Central Bank of the Russian Federation) capital. Capital is formed by contributions of shares by bank participants in the form of funds in the currency of the Russian Federation and tangible assets. It is taken into account in the bank's liabilities on a separate account “Authorized capital of non-joint-stock banks” with a breakdown by owners of shares. P. increase to. can occur by attracting new members of the bank, capitalization of their own. bank funds and dividends. When the participants leave the bank or when it is liquidated, the contributed shares are returned to their owners in accordance with the procedure established by the charter of the bank and the Civil Code of the Russian Federation. Members of the bank for the amount of the contributed shares receive dividends as a percentage of the amount of the share (share). The amount of dividends is determined annually by the meeting of the bank's participants.

Paid-in capital (hereinafter Op.k.) - amounts of money and tangible assets actually transferred or contributed by the shareholders or participants of the bank in payment of shares or shares in accordance with the concluded agreements for the purchase of shares or shares during the formation of the U.c. bank. Op.k. accounted for in the liabilities of the bank's balance sheet on the accounts “Authorized capital of joint-stock banks, formed from ordinary shares”; "Authorized capital of joint-stock banks, formed at the expense of preferred shares"; “Authorized capital of non-joint-stock banks”. The unpaid shareholders and participants of the bank, the amount of capital - the difference between the declared amount and the actually transferred - is recorded on the off-balance sheet accounts "Unpaid amount of the authorized capital of a joint-stock bank" and "Unpaid amount of the authorized capital of a non-joint-stock bank". As the shares issued by the bank are paid for and funds are received to pay for the unpaid shares, the amount of capital recorded in off-balance sheet accounts decreases, and the amount of Op.k. increases on the corresponding balance sheet accounts. Upon full payment of the declared amount of capital, off-balance sheet accounts for accounting for the unpaid part of capital are closed. The amount of capital accounted for in the U.K. accounts will be equal to Op.k.

Reserve capital (fund) (hereinafter RK) - part of the own funds of a commercial bank, formed from deductions from net profit. The minimum value of R. to. set at 15% of the paid amount. It is used to cover losses from the operating activities of the bank, replenishment of the central bank, payment of dividends on privileges. shares in cases where the profit of the current year is insufficient for these purposes. The procedure for replenishing and using R. to. is determined by the Regulations on the distribution of profits, approved by the meeting of shareholders (participants) of the bank. In the balance sheet of the bank, it is accounted for as liabilities on a separate account "Reserve Fund". The need to create R. to. dictated by the instability of the market environment and the objectives of ensuring the financial stability of commercial banks.

Bank equity and its structure

The bank's equity capital is a combination of fully paid elements, different in purpose, that ensure economic independence, stability and sustainable operation of the bank. A prerequisite for inclusion in the equity capital of certain funds is their ability to perform the role of an insurance fund to cover unforeseen losses arising in the course of the bank's activities, thereby allowing the bank to continue carrying out current operations if they arise. However, not all elements of equity capital are equally protective. Many of these have their own unique characteristics that affect the ability of the item to recover extraordinary contingencies. This circumstance necessitated the allocation of two levels in the structure of the bank's equity capital: the main (base) capital, representing the capital of the first tier, and additional capital, or capital of the second tier.

In accordance with Bank of Russia Regulation No. 159-P "On the Methodology for Calculating Own Funds (Capital) of Credit Institutions", the sources included in the fixed capital include funds that are of the most permanent nature, which a commercial bank can, under any circumstances, freely use to cover unforeseen losses. These elements are reflected in the reports published by the bank, form the basis on which many assessments of the bank's performance are based, and, finally, affect its profitability and degree of competitiveness. The composition of additional capital with certain restrictions includes funds that are of a less permanent nature and can only under certain circumstances be used for the above purposes. The cost of such funds can change over time.

In particular, the sources of the bank's fixed capital include:

The authorized capital of a joint-stock commercial bank in terms of ordinary shares, as well as shares not related to cumulative;
- the authorized capital of a commercial bank created in the form of a limited liability company;
- funds of a commercial bank (reserve and others), formed from the profits of previous years and the current year (based on data confirmed by an audit organization);
- share premium of a bank created in the form of a joint stock company;
- share premium of a bank created in the form of a limited liability company;
- profit of previous years and the current year, reduced by the amount of allocated funds for the corresponding period, the data of which are confirmed by the auditor's report, i.e. undestributed profits;
- part of the provision for impairment of investments in securities, shares and participation interests.

The fixed capital includes funds, the use of which does not reduce the value of the bank's property.

The sources of the bank's additional capital are:

Increase in property value due to revaluation;
- part of the provision for possible loan losses;
- funds formed in the current year, profit of the current year;
- subordinated loans;
- preference shares with a cumulative element.

Earnings of the previous year before audit confirmation may be included in additional capital.

Initially, at the stage of creating a commercial bank, the only source of its own capital is the authorized capital. The rest of the sources are formed directly in the course of the bank's activities. As they are created, the authorized capital becomes part of the bank's equity capital, but continues to be its main element.

The authorized capital, forming the core of equity capital, plays a significant role in the activities of a commercial bank. It is he who determines the minimum amount of property that guarantees the interests of the bank's depositors and creditors, and serves as a security for its obligations. It is he who allows a commercial bank to continue operations in the event of large unforeseen expenses and is used to cover them if the reserve funds available to the bank to finance such expenses are insufficient. Banking analysts proceed from the assumption that the bank, unlike other commercial enterprises, retains its solvency as long as its authorized capital remains intact.

Commercial banks in the course of their activities, as profit is accumulated, they create at the expense of it another source of equity capital of a commercial bank - various funds: a reserve fund, special purpose funds, accumulation funds, etc. These funds are included in the fixed capital on the basis of the data of the bank's annual accounting report, certified audit organization. The reserve fund, created on a mandatory basis, is intended to cover losses and reimburse losses arising from the current activities of the bank, and thus serves to ensure the stable operation of the bank. The reserve fund of a bank cannot be less than 15% of its authorized capital.

Special purpose funds and accumulation funds are designed to ensure the production and social development of the bank itself. In accordance with their intended purpose, they are used to purchase new capacities (equipment, computers, computers, etc.) during the period of the bank's growth, i.e. perform the operational function of the bank's equity capital, and are also directed to the social development of the team, material incentives for bank employees, payment of benefits and other purposes.

A special component of the bank's equity capital is represented by insurance reserves formed by the bank to maintain the stable functioning of a commercial bank in the course of specific transactions. This is a provision for impairment of investments in securities and a provision for possible losses on loans. The formation of such reserves is mandatory and is strictly controlled by the Bank of Russia.

The purpose of the allowance for impairment of investments in securities is to eliminate the negative consequences associated with the depreciation of the securities purchased by the bank, while the allowance for possible losses on loans is used to cover outstanding loans to customers on the principal debt. At the same time, the first is more permanent (the bank makes a monthly revaluation of investments in securities at their market price) and, unlike the second, is included in the bank's fixed capital.

A hybrid instrument such as a subordinated loan can act as a second tier capital (additional capital). It is provided to a commercial bank for a period of at least five years and can be claimed by the creditor only after the expiration of the contract, and in the event of the bank's liquidation after the full satisfaction of the claims of other creditors.

However, despite the fact that the subordinated loan is not subject to repayment at the initiative of its owner, it continues to be a fixed-term debt obligation with a fixed repayment period and, as a rule, cannot be fully used to cover the bank's losses, which served as the basis for introducing Additional restrictions on its magnitude. In particular, a subordinated loan is used as an element of additional capital, cannot exceed 50% of the cost of fixed capital, and must be depreciated. So, if a subordinated loan is provided for a period exceeding five years, then it is included in the calculation of additional capital for a period exceeding five years, until the expiration of the agreement in full, and in the last five years before the expiration of the agreement - at the residual value ...

Equity capital formation

The formation of the authorized capital of a joint-stock company, created as a result of the spin-off, is possible due to a corresponding decrease in the charter capital of a commercial organization reorganized by spin-off and (or) at the expense of sources.

The formation of the authorized capital of a joint stock company may be accompanied by the formation of an additional source of funds in the form of a share premium. This source arises when shares are sold at a price higher than par during an IPO.

The formation of the authorized capital of a joint stock company is carried out by issuing and selling shares. According to the current legislation, the authorized capital of a joint-stock company must be equal to the aggregate par value of issued shares of all types. Reduction of the authorized capital is not allowed. The decision of shareholders to increase or decrease the authorized capital is reflected in its charter and the register of state registration.

When forming the authorized capital of a joint-stock company by placing shares (both in the initial issue and in subsequent issues of shares with an increase in the authorized capital), the amount of the difference between the actual offering price and the par value of shares is considered share premium, is reflected in the additional capital and does not include the taxable base for income tax.

The procedure for accounting for the formation of the charter capital of a new joint-stock company and joint-stock companies formed during the reorganization of legal entities is explained; the procedure for increasing and decreasing the authorized capital and transactions with own shares. The presentation of the material is accompanied by digital examples.

According to paragraph 6 of Article 66 of the Civil Code of the Russian Federation, when forming the authorized capital of a joint-stock company (OJSC or CJSC) or a limited liability company (LLC), the founders have the right to contribute to the authorized capital funds, securities, things, property (including fixed assets ) and other rights that have a monetary value. Monetary value is always determined by agreement between the founders of the company. In this case, if the par value of shares (for OJSC, CJSC) or the value of a share (for LLC), acquired in exchange for property, exceeds 200 minimum wages (minimum wages) established by law, the monetary value of the contribution made in exchange for shares (share), must be carried out by an independent appraiser. When forming the authorized capital of a JSC or LLC, the estimated value of the contribution, established by agreement of the founders, may not correspond to the book value of the transferred property. Thus, the fixed asset contributed as a contribution can be assessed both below and above its residual value reflected in the accounting accounts of the enterprise transferring the contribution.

A share is a security that satisfies the participation of its owner in the formation of the authorized capital of an open or closed joint-stock company and gives the right to receive an appropriate share of its profit in the form of a dividend.

Examples of transactions with detailed comments on operations with shares, bonds, certificates of deposit, options, etc. are given. Particular attention is paid to accounting in the formation of the authorized capital of a joint-stock company, accrual and payment of dividends and interest, as well as operations with bills of exchange.

At the same time, the difference between own shares and other securities (including shares of third parties) is that they were issued during the formation of the authorized capital of a joint-stock company and are its obligations to its own shareholders.

At the time of privatization, state enterprise a so-called liquidation balance sheet is drawn up, the indicators of which are identical to the property valuation act and confirm it. As the charter capital of the joint-stock company is formed, a transfer (final) balance sheet is drawn up.

Equity structure

Of particular interest from the standpoint of the sources of formation and the role in the functioning of the joint-stock company is the element-wise structure of the share capital. It is represented by five elements: authorized, additional and reserve capital, as well as retained earnings and special purpose funds. All elements differ in their sources of education, economic essence, and the role they play in the creation of a joint-stock company and its development.

The authorized capital, representing the par value of the placed shares, is the economic foundation, the property basis for the activities of the joint stock company.

When creating a joint-stock company, the amount of contributions of the founders, which form the authorized capital, is acquired by basic production assets.

The next element of the share capital is additional capital. It is formed under the influence of an increase (decrease) in the value of an enterprise as a result of its revaluation, property received free of charge from legal entities and individuals, income from the sale of shares due to the difference between the nominal and selling price, free transfer of its property to another person.

At the same time, the change in the values \u200b\u200bof the additional capital elements is directly related to the possible increase or decrease in the authorized capital.

So the result of the revaluation of the enterprise value changes the authorized capital by the corresponding amount. However, the composition of shareholders remains the same. The amount of changes either increases (decreases) the par value of the placed shares, or announces an additional issue of shares based on the revaluation result, which are distributed among the previous composition of shareholders in proportion to their shares in the authorized capital.

A new issue of shares is announced for the amount of the additional capital increase due to other elements in order to bring the authorized capital into line with the value of the property and cash income from the sale of shares.

Reserve capital has a different economic essence. It is formed at the expense of net profit and is used for clearly limited purposes: to cover losses; takeover of bonds of JSC; redemption of the company's shares. According to the Law of the Russian Federation “On Joint Stock Companies”, the size of the reserve fund cannot be less than 15% of the authorized fund. In world practice, the maximum amount of the reserve capital ranges from 10 to 40% of the authorized capital.

Retained earnings are an element of equity capital that is the main source of financing for the development of an enterprise. The authorized capital increases subject to the development and positive financial assessment of an investment project focused on the use of retained earnings. An issue is announced for such a project and the par value of the placed shares is included in the value of the authorized fund.

Special-purpose funds and targeted financing are formed at the expense of profits, funds of founders and other sources. The main purpose of these funds is the technical and social development of the joint stock company.

So, the accumulation fund is used for technical re-equipment, expansion and reconstruction of an existing enterprise, mastering the production of new products, purchasing the latest equipment, conducting research activities, organizing the issue of securities, etc.

In turn, the funds of the fund social development intended for financial support of the social environment of the enterprise.

Preferred share capital

Share capital usually consists of two parts: ordinary and preferred. This division is quite justified, since this is due to the different rights afforded to its owners, the level of risk imposed on the owners of ordinary and preferred share capital, and the costs of servicing these components.

As a rule, the preferred part of the share capital is characterized by the fact that it has a fixed dividend, which in most cases is defined as %% of the par value of the preferred share, which is used as its value.

The most difficult point is determining the value of the common share capital. The price of the ordinary share capital is determined by the expected return on the shares of the given issuing firm. This value is somewhat arbitrary, since the predicted yield of this type of securities may not coincide with their real yield.

Strictly speaking, the share capital, on the one hand, belongs to the company as an economic entity, and on the other hand, it was previously the property of shareholders and was attracted under certain conditions, fixed by the constituent documents.

Unlike other sources of financing, the presence of the authorized capital does not impose on the firm such strict obligations to pay income as when using borrowed and borrowed funds, but this does not relieve it of its obligations to shareholders to ensure a certain level of return on its shares.

Equity management

Equity capital management is a set of targeted actions to increase or decrease the company's equity or their components, which is aimed at optimizing the financing structure, the cost of capital or creating shareholder value.

The process of forming equity capital is not as simple as it seems at first glance. The existence of various types and types of shares enables society to generate and evaluate various options for the formation of its own funds.

The company's decision-making is based on:

Legal analysis with the aim of creating an optimal structure of share capital, determining the ratio between ordinary and preferred shares, as well as their types in terms of vesting them with rights. In foreign practice, where it is possible to create various types of ordinary shares, the company is endowed with significantly greater opportunities for constructing securities, while in Russia the choice of specific instruments is less wide.
- economic analysis, aimed at determining the amount of possible fundraising with a particular method of forming equity capital and the costs of its formation.

Closely related to the concept of equity capital management is the concept of corporate governance. The most important task of corporate governance is to ensure the interests of shareholders, prevent infringement of their rights and counteract management abuse. In practical terms, corporate governance is defined by the type of joint-stock company - open or closed - and the distribution of duties and responsibilities, dividend policy, etc., fixed in the constituent documents and the charter of the company's management features.

Also, when characterizing the share capital as an object of ownership and disposal, the following should be noted. As an economic object of entrepreneurial activity, capital is the bearer of property rights and disposal. The owner risks the invested funds - capital, but can only have limited influence on the company's activities. The company for him is an investment object. Note that capital owners mean not only shareholders who own equity capital, but also creditors who provide the company with borrowed capital. In contrast to owners, agents (managers) view the ownership of shares as only one aspect of their relationship with the company. For them, the company is a source of wages, additional payments, acquiring connections, creating their own human capital, etc. A manager makes decisions in a situation of uncertainty, so his actions do not always lead to the desired results. There are areas that he cannot influence, there are types of risks that are beyond his control. However, the remuneration and other benefits of the manager often depend precisely on the external results of the decisions made, and not on the intentions and efforts invested.

As opponents of risk, managers sometimes make decisions that are beneficial to them personally, to the detriment of the interests of the owners, in order to protect their many sources of benefits (stocks is only one of them). A conflict of interest arises. Economists refer to conflicts arising from a principal-agent relationship as agency problems or agency conflicts.

In terms of equity capital management, depending on quantitative and qualitative changes, three main areas can be distinguished:

Measures to increase share capital;
- measures to reduce the share capital;
- measures for structural changes in the share capital.

The specific measures of the company in relation to the share capital are determined by the general strategy of the company with respect to its own shares, while there are certain reasons that induce the company to issue new shares or to buy and redeem existing ones.

Possible ways to raise capital if the company needs long-term financing can be debt or equity financing. A number of instruments combine the qualities of debt and equity financing, and together they form a blended finance group.

Unlike debt financing, equity financing implies a significant degree of company transparency, which can lead to a hostile takeover. Therefore, such fears stop the owners of the company from using this method of financing, which is manifested, for example, in a small share of shares that the owners are ready to release for free circulation.

The issuer's options and warrants, aimed at stimulating interest in the development of the company, can be considered as certain tools for managing the share capital.

An issuer's option is an equity security that secures the right of its owner to purchase within the period specified in it and / or upon the occurrence of the circumstances specified in it, a certain number of shares of the issuer of such an option at the price specified in the issuer's option. The issuer's option is a registered security. The placement price of shares in fulfillment of the requirements for the issuer's options is determined in accordance with the price specified in such an option.

A warrant is an American call option written by the issuer on its own securities, for example, shares. A warrant differs from an option in the terms of its circulation. In foreign practice, the main purpose of the warrant was its use as a tool to counter hostile takeovers.

As in the case of an increase in share capital, a decrease in share capital can occur primarily through a decrease in the share capital.

In this case, the authorized capital can be reduced:

By reducing the par value of the share;
- by reducing the total number of shares.

Changing the structure of share capital as a capital management process does not lead to a change in the total amount of share capital, but is aimed at a significant change in its internal components. The instruments for structuring share capital include consolidation and splitting of shares, the decision on which is entrusted to the shareholders meeting.

A share split is the process of converting one share into several shares of a lower par of the same category or type. As a result of the split, the number of new shares held by shareholders is determined based on the split ratio.

Splitting shares as a tool for managing share capital is necessary both to optimize trading and settlements and to simplify business consolidation procedures. First, too expensive stocks pose a significant risk for investors, as they often have high volatility. Second, given a significant difference in the prices of shares of the merged companies, it is impossible to make accurate calculations using the procedure for evaluating shares. Therefore, replacing larger shares with smaller ones can significantly simplify business consolidation procedures in terms of creating a single share.

Consolidation of shares is the process of converting shares in which a certain number of shares are combined into one category of the same type. As with the splitting process, a special calculation factor is required to recalculate the number of shares held by shareholders. For this procedure, this factor is called the reverse crushing factor.

In the case of stock consolidation, the purpose of this procedure is to raise securities for investors who shy away from impaired securities (impaired securities are not always inherently undervalued), and in this case consolidation can help to form a more favorable opinion among investors regarding the company's stock market. In fact, the decision to consolidate is made for the greater convenience of shareholders.

A combination of stock splitting and consolidation can also be considered as a possible equity management tool. For example, splitting shares to simplify the merger procedure, and then consolidating shares to maintain investment attractiveness among the investment community.

One of the options for share buybacks is a forced share buyback, or squeezeout. At first glance, this instrument should be classified as measures to reduce equity capital. However, let us explain the legality of classifying a squeeze out as a capital structuring measure. This procedure is provided for by the legislation of a number of countries and involves the mandatory sale of shares of minority shareholders without their consent to a large shareholder. A forced buyback mechanism allows large shareholders to complete a consolidation through a voluntary or mandatory offer procedure. The threshold value for a squeeze out is established by the presence of a package of 90-98% of the amount of the authorized capital - specific values \u200b\u200bare established by the legislation of the country applying this instrument.

Thus, the forced redemption of shares leads to changes in the structure of share capital, therefore, we consider it legitimate to refer it to the policy of structuring share capital.

The opposite of the squeeze-out tool for managing the share capital is the right to demand a mandatory buyout of shares of minority shareholders for a major shareholder if the latter wishes. The right to claim is granted to minority shareholders under the same conditions under which the right to a squeeze comes out to large shareholders.

Since the formation and distribution of profits is, in fact, the final stage of capital turnover, the dividend policy can be considered one of the most important tools for managing equity capital. Indeed, as will be shown in further consideration, the determination of the amount and frequency of dividend payments implies the withdrawal of money from circulation, which contributes to a change in the value of the share capital itself. Therefore, dividend policy will figure prominently when considering equity management issues.

Why is dividend policy so important? The fact is that the payment of dividends, both the very fact of payments and their total number, per share and in dynamics, reflects the development and situation in the company.

Dividend payments affect the capital structure: retained earnings increase the ratio of equity to debt; financing from retained earnings is cheaper than raising additional equity financing.

Thus, the dividend policy in the general economic sense determines the specifics of the company's reproduction processes and affects the efficiency of equity capital management. But besides this, it reflects the specifics of approaches to investor relations in the company, the specifics of corporate governance and long-term goals.

Reserve capital of a joint stock company

An integral part of the capital is the company's reserves, which are necessary to cover unforeseen expenses in connection with a possible crisis. It is known that the adoption of any economic decision is associated with greater or lesser risk, i.e. with possible losses from the actions taken. These losses can be caused by both objective and subjective factors.

In order to ensure the stability of economic development, the enterprise should put a part of the results obtained in reserve. In the asset of the balance sheet, these reserved values \u200b\u200bare in the current turnover, but in the liability it will be the credit balance of account 82 "Reserve capital", i.e. the part of the capital, which, as it were, is untouchable, cannot be reduced - this is the reserve or reserve capital.

In general, we can say that the reserve capital is a part of the enterprise's profit subject to distribution, the possible distribution options for which are limited, due to the operation of the law or the will of the owners, i.e. the imposition of a restriction determined by law or by the owners of the organization on the options for using the profit that forms the reserve.

Deductions to the reserve capital from the profit are reflected in the credit of account 82 "Reserve capital", and the use of the reserve capital is accounted for in the debit of this account in correspondence with account 84 "Retained earnings (uncovered loss)".

Particular attention should be paid to the procedure for using capital reserve funds: it is often proposed to use the reserve capital to redeem bonds and repurchase shares. But from the point of view of accounting logic, such actions are impossible, despite the correspondence proposed in the methodological documents. Losses from such transactions should be initially reflected in the accounts financial resultand then cover with capital reserve.

Among other things, the reserve capital of the enterprise can be a substantial amount on the credit of account 82 "Reserve capital", and in fact there is no cash in bank accounts or in the cash desk, there can be no question of redeeming bonds or redeeming own shares.

According to paragraph 1 of Art. 35 of the Law of the Russian Federation "On Joint Stock Companies", the size of the reserve capital created in a joint stock company is determined by the charter of the company. Moreover, the minimum size must be at least 5% of the volume of its authorized capital. In addition, the rule of the same Law establishes a rule on the amount of contributions to the reserve capital of a joint stock company. According to paragraph 1 of Art. 35 of the Law, the reserve capital of a company is formed by compulsory annual deductions until it reaches the amount established by the charter of the company. The amount of annual deductions is stipulated by the charter of the company, but cannot be less than 5% of the net profit until the amount established by the charter of the company is reached. The special provision of Art. 35 of the Law of the Russian Federation "On Joint Stock Companies" it is determined that the reserve capital of the company is intended to cover its losses, as well as for the redemption of the company's bonds and redemption of its shares in the absence of other funds. The reserve capital cannot be used for other purposes.

Most organizations are not required to create a capital reserve, but they can do this in accordance with the articles of incorporation or accounting policies. So, in Art. 30 of the Law "On Limited Liability Companies" No. 14-FZ states that in limited liability companies, reserve capital can be created in the manner and amount provided for by the charter of the company.

Share capital price

Equity price as a source of funding investment activities, is equal to the level of dividends paid on preferred and ordinary shares, calculated by the arithmetic weighted average.

At the same time, the share capital price either changes or increases, but only slightly. Since lenders are not yet increasing the price of borrowed funds, the weighted average price of capital decreases.

The price of the share capital represented by ordinary shares cannot be determined precisely, since the amount of dividends on them is not known in advance and depends on the results of the enterprise. The cost of this source is taken equal to the investor's required rate of return per common share.

As a result, the price of equity capital increases at a slower rate than in the absence of taxation, therefore, an increase in the share of borrowed funds in the capital structure leads to a decrease in the cost of capital raised and increases the value of the company with an increase in the level of financial leverage.

For a joint stock company, the share capital price is determined by the ratio of ordinary and preferred shares.

Therefore, the price of this source is the price of the company's share capital, which is calculated by the above methods.

All these risks are reflected both in the price of equity capital and in the price of debt capital.

In the absence of taxes, the price of retained earnings for the current year should be equal to the price of the share capital, since the retained earnings could be paid to shareholders in the form of dividends and invested by them in shares of an enterprise similar to this one. Therefore, using this money, the company must provide its shareholders with future income, no less than those that they themselves could receive from additional dividends.

Thus, such an acceleration in the placement of shares is associated with a decrease in share premium, which increases the price of share capital. There are two types of capital financing, which correspond to two types of shares: ordinary shares and preferred shares.

On the other hand, shareholders benefit from the use of borrowed capital by the enterprise, since its price is usually less than the price of the share capital. All surplus returns are attributed to equity capital.

In addition to specific quotes, that is, the prices of shares bought and sold on stock exchanges, specially calculated indices are a relative indicator of the price of equity capital. The most commonly used index is the Dow Jones, based on stock prices of the 30 largest industrial companies USA.

Any benefits to shareholders associated with the use of borrowed funds are offset by an increase in the price of share capital. Moreover, the increase in the price of share capital is not associated with a decrease in the reliability of shareholders' investments.

The cost of equity is found using much more sophisticated methods. So, the price of share capital is usually considered from the standpoint of lost profits: when purchasing shares, their owner invests his funds in the company that issued them, since he expects in the future on income in the form of dividends or on an increase in the value of shares that compensates for his risk.

After some optimal value of the share of debt (d3), shareholders begin to take into account the risk of debt financing. As d3 increases further, the price of equity begins to rise, offsetting the benefits of still relatively cheap debt. In this case, the weighted average price of capital may remain constant for some time, and then also begins to grow. Thus, the optimal value of d3 may not be the only one, but represent a certain range of values. In the range of optimal values \u200b\u200bof the capital structure (from d3 to d3), the weighted average price of capital is minimal, and the value of the enterprise is maximal. Enterprises should strive to find this area of \u200b\u200boptimal d3 values \u200b\u200band try to maintain this position by financing investments with equal shares of equity and debt capital. The optimal value of the capital structure for a particular enterprise depends on the levels of its sectoral and production risks.

The type of financial stability of the enterprise and the degree of its solvency affect the assessment of the enterprise by shareholders and creditors. The deviation of the corresponding characteristics from normal values \u200b\u200bdownward increases financial risk and, accordingly, increases the price of equity capital and the borrowing rate for credit resources.

Market risk, we recall, represents a comparative assessment and is measured (3-coefficient. Hamada combined the profitability assessment model (CAPM) with the Modigliani-Miller model, taking into account taxes and derived a formula for determining the price of the share capital of a financially dependent enterprise.

Agency costs represent the costs of ensuring the management of the enterprise and monitoring its effectiveness. In addition, there are contradictions between the interests of shareholders and bondholders, which can impose certain restrictions on managers, which will lead to additional costs for monitoring compliance. As a result, the price of borrowed capital will increase and the price of equity capital will decrease, which will reduce the efficiency of raising borrowed funds. Estimation of agency costs is rather complicated and suffers from a certain subjectivity, but they must be taken into account when determining the price of capital.

The latter term is usually used in relation to equity or debt capital. In particular, we can talk about two estimates of these sources: accounting and market; it is the latter that is important in the theory of capital structure. For example, the market value of a firm's common stock can be found as the value of a perpetual annuity, which is a stream of dividends and discounted at the price of a firm's share capital.

The main theoretical developments within the framework of this theory were carried out by Franco Modigliani and Merton Miller in 1961.They put forward the idea of \u200b\u200bthe existence of the so-called Clientele Effect, according to which shareholders prefer the stability of the dividend policy more than receiving some extraordinary income. ... In addition, Modigliani and Miller believe that the discounted price of common shares after funding from the profits of all eligible projects plus the residual dividends received are equivalent to the price of the shares before the distribution of profits. In other words, the amount of dividends paid is approximately equal to the expenses that in this case must be incurred to find additional sources of funding. Nevertheless, Modigliani and Miller nevertheless recognize a certain influence of the dividend policy on the price of share capital, but explain it not by the actual effect of the amount of dividends, but by the information effect - information about dividends, in particular about their growth, provokes shareholders to increase the share price. The main conclusion of these scientists is that a dividend policy is not needed.

Types of share capital

Types of share capital:

Fixed capital is a part of capital that can be used in production, and which transfers its value to a new manufactured product in parts, its value is spelled out in the Charter of the enterprise;
subscribed capital - these are shares that the company of shareholders issued within the specified period and for the acquisition of which the investors agreed and subscribed;
Paid-in capital is a specific part of the share capital, which represents the total value of the paid-up shares.

Equity capital can be viewed from two sides:

1.capital for production - production buildings, equipment, tools of labor;
2. Securities - shares and bonds of an enterprise, which are proof of the presence of a shareholder's funds.

According to the law, the capital of a joint-stock company consists of the sum of the par values \u200b\u200bof the company's shares that were purchased by the shareholders.

The legislation of Russia states that the par value of the shares of shareholders, which are issued by the same joint-stock company, must be identical to the rights that the entrepreneur receives by holding these shares. This equality is spelled out in the law on the initiative of representatives of the stock market, for whom it is much more profitable to establish a single market price than the presence of ordinary shares at the same time on the market, which differ from each other in characteristics.

In order for the joint-stock company to be completely competitive and to be able to guarantee, as well as defend the interests of creditors, with the help of the authorized capital, the minimum size that the joint-stock company must have in its activities is determined.

For the formation of shareholders' capital, two methods are used:

1.one-time foundation - for smooth registration this enterprise must have at its disposal an authorized capital that complies with the legislation;
2. successive founding - there is no legally established framework and requirements for the size of the authorized capital at the moment when the company goes through the registration process.

The most effective and cruel form of the formation of shareholders' capital has been created in Russia (the Law of the Russian Federation "On Joint Stock Companies"). According to this form, a company of shareholders can start its activities only if at the time of registration it owns the minimum authorized capital.

The joint-stock company itself establishes the minimum amount of capital, based on legislation, so that the established minimum amount is not lower than the level prescribed by law. The very same minimum size of financial condition for each joint stock company has its own meaning. Thus, the minimum capital for an open joint-stock company is equal to one thousand minimum wages, and for a closed joint-stock company, one hundred minimum wages.

The authorized capital of a joint stock company is equal to the par value of the shares owned by the shareholders. However, in the event that an increase in the authorized capital is required, a decision of the general meeting of the joint-stock company will be required for an additional issue of shares. Since the meeting of shareholders on an unspecified schedule requires additional expenditure of time and money, shareholders meet once a year in advance, assuming that it will be necessary to make decisions regarding an increase in the capital of shareholders one or more times to convert currency into shares. If a decision is required to be made within the limits specified in the Charter of the enterprise, then it can be made without convening a meeting of shareholders, based on the decision of the board of directors of the joint-stock company.

There are several types of shares in relation to the established capital:

Placed shares are shares issued by a joint stock company and purchased by its shareholders. With the help of their par value, the company's share capital is formed;
authorized shares - these shares can be placed by the joint-stock company in addition to the already placed shares. Their nominal value represents the framework for a possible increase in share capital already established in the company's charter;
additional shares are part of the shares that are usually placed on the market. Part of the par value of shares, with the help of which the authorized capital increases due to the issue and formation of new shares.

The structure of the share capital can be completely different, since the joint stock company can issue all possible types of shares.

Authorized capital of joint-stock banks

A commercial bank created in the form of a joint-stock company (open or closed) forms its authorized capital from the par value of shares acquired by shareholders.

When issuing shares, credit institutions are guided by the Law of the Russian Federation No. 208-FZ "On Joint Stock Companies * and Instruction No. 5 of the Central Bank of the Russian Federation" On the Rules for the Issue and Registration of Securities by Credit Institutions in the Territory of the Russian Federation "(as amended).

A share is an equity security securing the right of its owner to a share in the bank's own funds, to receive profit in the form of dividends and, as a rule, to participate in the management of the bank. A share is a perpetual security, i.e. circulates as long as the issuing bank exists. Commercial banks can issue registered (certified and non-documentary) and bearer shares (certified only). In the documentary form of issue, one certificate can certify the right to one, several or all securities with one state registration number. The issue of bearer shares is permitted in a certain ratio to the amount of the paid up authorized capital in accordance with the standard established by the Federal Commission for the Securities Market of Russia.

The issued shares can be ordinary and preferred. An ordinary share gives its owner all the rights listed above. These shares, regardless of the serial number and time of issue, must have the same par value (in rubles) and provide their holders with the same rights.

Along with the issue of ordinary shares, joint-stock banks have the right to place preferred shares, and their share should not exceed 25% of the total authorized capital. The issue of various types of these shares is possible. Preference shares of the same type must have the same par value and give their holders the same rights. Preference shares, as a rule, do not provide their owners with the right to vote at a shareholders' meeting (except for issues related to the property interests of the owners of these shares, reorganization and liquidation of the bank). If a preferred share is endowed with voting rights, then this must be fixed in the bank's charter. According to Russian legislation, preferred shares may be issued, the amount of the dividend for which is either determined or not. In the latter case, the amount of the dividend on shares cannot be less than the dividend on ordinary shares. Dividends, the size of which is determined, must be paid, at least in part. Given this circumstance, preferred shares are absent in the first issue, since the bank may not provide mandatory payment of interest in the first years. The issue of shares includes the following stages: Decision-making on the issue. Preparation of a prospectus. Registration of the issue of securities and the issue prospectus. Disclosure of information contained in registration documents. Production of share certificates. Placement of securities. Registration of the results of the issue. Publication of the results of the issue!

Let's consider these stages.

First stage. The decision to issue securities is made by the bank's governing body that has the appropriate powers in accordance with the current legislation and the statutory documents of the bank. The meeting of shareholders of the bank may authorize the board (directors) of the bank in the interval between the annual meetings of shareholders to make decisions on the periods of issue of shares and their volumes, determining the maximum increase in the authorized capital.

The issue of shares is carried out by banks:

When creating a bank; when a bank is reorganized (merger, division, separation or transformation from a share to a joint stock);
- with an increase in the authorized capital.

Second phase. The prospectus is prepared by the bank's board. It contains information about the bank, its financial position, types of securities issued, conditions and procedure for distribution, receipt of income from securities. The issue prospectus is certified by an auditing organization when issuing shares associated with an increase in the authorized capital, when a bank is transformed from a share to a joint stock bank, when a joint stock bank is reorganized through merger, division, separation. The issue prospectus must be prepared if at least one of the following conditions is met: if the total issue exceeds 50,000 minimum wages; the placement of shares is assumed among an unlimited circle of persons or a previously known circle of persons, the number of which exceeds 500.

If these conditions are not met, then the prospectus is not prepared and then two stages associated with this document fall out of the issue procedure.

Stage three. All issues of securities by banks, regardless of the volume and number of investors, are subject to mandatory state registration. Registration can be carried out either in the Department for Licensing the Activities of Credit Institutions and Auditing Firms of the Bank of Russia, or in its regional offices. The Licensing Department registers all issues of banks' shares with an authorized capital of 400 million rubles. and more or with a share of foreign participation (including individuals and legal entities from the CIS countries) over 50%; bond issues in the amount of 100 million rubles. and higher; issues of convertible securities; issues of securities intended for placement outside the Russian Federation, authorized by the Federal Commission for the Securities Market of the Russian Federation; issues of securities during the reorganization of banks. The rest of the securities issues are registered with the regional offices of the Bank of Russia. If necessary, the Licensing Department may delegate its powers to register securities issues to regional branches of the Bank of Russia, as well as assume their powers to register any securities issues of commercial banks.

To register the issue of securities, the issuing bank submits the required package of documents:

Registration application;
- an extract from the minutes of the meeting of shareholders with a decision on the issue;
- the prospectus (if drawn up);
- description (sample) of the certificate (in documentary form of issue);
- a document confirming the approval of the issue of shares with the Ministry for Antimonopoly Policy and Support of Entrepreneurship of the Russian Federation or with its territorial body (when creating a bank and changing its authorized capital);
- a copy of the payment order for the payment of tax on operations with foam papers (in case of repeated issues) and other documents.

The registering authority must necessarily give consent for operating commercial banks of a closed type and when creating an open joint-stock bank for the acquisition by a shareholder or a group of shareholders connected by an agreement, being subsidiaries or dependent in relation to each other, more than 20% of shares (taking into account the placed shares) or the registration authority must be notified of the acquisition in such cases of 5% of the shares.

The documents provided by the bank are considered by the registration authorities within a month from the date of receipt for compliance with the current legislation, banking rules and instructions. When registering securities, this issue is assigned a state registration number.

The registered documents and the registration letter are issued to the issuing bank. At the same time, a letter is sent to the bank to the RCC of the Central Bank of the Russian Federation at the place of maintaining the head correspondent account about opening a savings account for it to collect funds received as payment for securities.

The opening of an accumulative account to collect funds in payment for sold shares is due to the fact that the buyers of the shares are not full shareholders until the end of the issue. If the issue of shares and their placement for any reason are declared invalid, then the funds paid for the shares must be returned back in full.

State registration of securities issues, prospectuses, and audits are aimed at increasing the responsibility of issuing banks to buyers of shares, strengthening investor confidence in them, creating normal conditions for secondary circulation of securities on the market.

Fourth stage. In the case of an open (public) issue, the issuing bank is obliged to publish the information contained in the issue prospectus in a printed periodical with a circulation of at least 50 thousand copies. The publication must be made within a month from the date of state registration.

Information in the press must contain:

The name of the issuing bank;
- the total volume of the issue of securities with an indication of their types, categories, forms of placement;
- terms of placement;
- circle of potential buyers ";
- place of purchase of securities by buyers;
- the size of the registered authorized capital;
- other information that does not contradict the current legislation.

Information on the placement price of securities may be disclosed on the day of the start of their placement. In the case of an open issue, information disclosure should also be carried out on the Internet.

Disclosure of information is carried out in accordance with the Regulation of the Central Bank of the Russian Federation No. 43-P "On Disclosure of Information by the Bank of Russia and Credit Institutions - Participants in Financial Markets". Currently, information disclosure is carried out by issuers on the Internet on the website of the AZIPI (Association for the Protection of Investors' Investment Rights) with a notification of information disclosure sent to the registering authority. Fifth stage. After state registration, the bank prepares forms of share certificates in a documentary form of issue for their subsequent sale.

Sixth stage. Placement of securities is the alienation of their first owners through civil transactions. The placement of shares is carried out by means of open and closed subscription, depending on the type of joint-stock bank and the nature of the issue.

Credit institutions created in the form of an open joint stock company have the right to carry out the placement of shares through both open and closed subscription. The decision to place shares by private subscription is made only by the general meeting of shareholders (two-thirds of votes or more). A credit institution established in the form of a closed joint stock company is not entitled to place shares by public subscription or otherwise offer them for purchase to an unlimited number of persons.

When creating a joint-stock bank (both closed and open) or its reorganization from a share bank into a joint-stock bank, a closed distribution of all shares among the founders takes place at par. The procedure for the issue of shares and their conversion upon merger, division and spin-off is determined by the board of directors (supervisory board) of the reorganized credit institution and approved by the general meeting of shareholders.

The increase in the authorized capital is carried out through an additional issue of shares and only after full payment of all previously issued shares. Additional placement of shares is made among the founders and other investors - individuals who purchase securities on their own behalf and at their own expense. The sale of shares at the initial placement to third-party investors above their par value allows the bank to form share premium.

An increase in the authorized capital can also be carried out through its capitalization, i.e. at their own expense. This increase is taken into account in the calculation of sources of capital after registration in the prescribed manner of the specified increase.

Capitalization can be directed to:

Reserve fund resources exceeding 15% of the actually paid authorized capital;
- balances of economic incentive funds (special purpose and accumulation) at the end of the year;
- funds received from the sale of shares to their first owners at a price higher than par (share premium);
- dividends accrued but not paid to the shareholders of the bank (by agreement of the shareholders and after withholding and transferring taxes from them by the bank);
- means of revaluation of fixed assets carried out by decision of the Government of the Russian Federation;
- retained earnings of previous years.

The increase in the authorized capital due to capitalization should be distributed among the founders based on the decision of the general meeting of shareholders through the placement of shares at par.

The following can be accepted as payment for the placed shares: cash and non-cash funds in rubles; cash and non-cash funds in foreign currency of individuals and non-cash foreign currency of legal entities; bank buildings and other property in non-cash form. The maximum size of property in the form of bank buildings in the authorized capital of a bank should not exceed 20%; other property in non-cash form. The composition of non-monetary funds contributed as payment for shares and their size (except for bank buildings) are determined by the Board of Directors of the Bank of Russia in accordance with the Central Bank of the Russian Federation directive No. 474-U “On the formation of the charter capital of a credit institution by non-monetary funds”; federal loan bonds with constant coupon yield. The maximum amount of payment for shares with bonds is not more than 25% of the authorized capital of the bank (instruction of the Central Bank of the Russian Federation No. 571-U).

Shares can be placed by replacing:

For previously issued convertible bonds:
- issued shares of lower par value for newly issued shares of increased par value (consolidation);
- previously issued shares with a higher par value for newly issued shares with a lower par value (splitting).

In the case of the last two changes, the bank will cancel the shares with the previous par value and issue the shares with the new par value to the shareholders.

The number of sold shares must not exceed the number indicated in the registration documents. During the period of placement, the bank may sell a smaller number of shares. However, payment for the shares of the first issue must be in full.

In addition to the volume of sales of shares, Instruction No. 8 of the Central Bank of the Russian Federation determined the terms of payment for shares:

First issue - within a month from the date of registration;
- subsequent issues - within the period determined in accordance with the decision on their placement, but not later than one year from the date of their placement (acquisition).

When paying by installments, banks distinguish between the formed and paid up authorized capital.

Seventh stage. After the completion of the process of selling shares, the issuing bank, no later than 30 days later, draws up a report on the results of the issue and submits it to the registering authority. The latter considers the report within two weeks and registers it (if there are no complaints). The issuing bank is issued a registration letter confirming the state registration number of the share issue. At the same time, the registering authority permits the issuing bank to use the funds of the accumulation account in circulation by transferring them to a general correspondent account.

Eighth stage. The issuing bank must publish the results of the issue of shares in the same print publication where the issue was announced. Commercial banks can finance their activities by issuing and placing bonds. A bond is a term debt paper that certifies the loan relationship between its owner and the issuer. This means that bonds are issued with the aim of forming attracted resources. Bonds are convertible and non-convertible. Convertible bonds give the owner the right to exchange them for shares of the same issuer. The conversion allows the bank to form own resources... Non-convertible bonds are not subject to exchange and must be redeemed after a certain time or ahead of schedule.

Joint-stock banks can reduce the size of their authorized capital either by repurchasing their own shares on the secondary market with their subsequent cancellation or by reducing the par value of shares. In the latter case, the issuing bank must register and place the issue of shares with a reduced par value. Shares with the previous par value are exchanged for shares with a reduced par value and, after registration of the results of the issue, are canceled. The decision to reduce the authorized capital of the bank is made by the general meeting of shareholders.

If a commercial bank is created in the form of a limited liability company, then the authorized capital of such a bank is formed from the contributions of its founders. An increase in the authorized capital of a unit bank occurs due to additional contributions of the founders, the admission of new participants (with the consent of the majority of the bank's participants) or due to capitalization.

Entrepreneurial activity brings good income and increases the well-being of people, and also allows you to actively develop in various spheres of life. However, the existing competition among entrepreneurs creates conditions under which it is necessary to actively fight for each client.

Entrepreneurial activity is strictly controlled at the state level. To create your own business, you need to register it with government authorities and form the authorized capital.

The concept, functions and content of the authorized capital of a joint-stock company

One of the fundamental categories of joint stock law is the definition of the share capital.

In accordance with the provisions of Art. 99 of the Civil Code of the Russian Federation, the authorized capital is understood as a value in monetary terms, which is equal to the total price of all shares that were acquired by the company's participants.

Based on this definition, the authorized capital cannot be classified as property values.

In this case, the property of the joint-stock company will include a variety of monetary resources that are used to pay for the purchase of shares. In this context, the authorized capital will be a conventional value, the size of which is tied to a specific period of time. This leads to the fact that the nominal and actual value of all shares in total terms may not coincide.

Considering the known circumstances, the authorized capital of the company is quite reasonably qualified as a permanent accounting code, the main task of which will be the expression of property in monetary form. That is, the authorized capital is a certain property value, the size of which is shown in monetary terms.

The authorized capital performs three main functions:

• Warranty. The organization is liable to shareholders within the limits of the property in monetary equivalent, which belongs to the joint-stock partnership;
• Distribution. With the help of the authorized capital, the shares of the capital are determined, which are owned by the shareholders or founders. With the help of this, the payment of dividends that each of the founders will receive in the course of activities is determined;
• Material and security. The total size of the property forms the material base of the company, which, if necessary, can be attributed to the fulfillment of obligations to creditors.

The minimum values \u200b\u200bof the authorized capital of a joint stock company

The minimum size of the statutory fund in accordance with current legislation is determined by agreement with all founders of the organization and is fixed in the statutory documentation. But at the same time, the total amount of capital should not be lower than the limits set at the state level.

Over time, there may be an increase in the authorized capital of a joint stock company. However, this is possible only in cases where these requirements are provided for by the company's charter.

The law determines that the minimum limit for the authorized capital for a JSC will depend on its type. For open-type partnerships, it is equal to 1000 minimum wages, and for closed-type joint-stock companies - at least 100 minimum wages.

On average, the minimum amount of the authorized capital in joint stock companies is:

• 10 thousand rubles for LLCs and non-public companies;
• 100 thousand rubles for PJSC;
• 5000 minimum wages for state-owned organizations;
• 1000 minimum wages for municipal joint stock partnerships.

If the size of the authorized capital is higher than indicated in the legislation, then this should be noted in the charter. In addition, if in the future it is planned to increase the authorized capital of a joint-stock company, then this should also be noted in the statutory documentation.

Any change that relates to the statutory fund must be reflected in accordance with legal requirements.

Regulation of the net asset value of a joint stock company

Despite the fact that many users believe that the concepts of "authorized capital" and "net asset" are identical, in reality this is not at all the case.

The authorized capital is the monetary expression of the property that must be in the enterprise. At the same time, real data on available property may differ significantly.

At the same time, net assets are the actual price of all property that belongs to a joint stock company. However, there are some nuances here.

The amount of net assets is formed exclusively with the deduction of all debt obligations of the joint stock company. Therefore, we can conclude that net assets act as warranty obligation for all transactions of the organization that are related to accounts payable and debt.

If it is determined that the company has a large number of debts and their payment against the value of net assets is impossible in principle, then in this case it will be considered a violation of the rights of the creditor, and they will have the right to file a claim for compensation for all damage to the courts. The procedure for this procedure is also regulated by a valid legal framework.

Depending on the ratio of net assets and debt liabilities in cash equivalent, the authorized capital may also be subject to some changes.

In particular, if the amount of net assets is insufficient, the authorized capital can be partially transferred to fulfill obligations and be reduced.

When the amount of capital is reduced, the payment of dividends to the founders will take place in a different order and in a reduced form. In any case, the formation of the authorized capital of a joint stock company and the main procedure for this procedure takes place with the active participation of all participants in the structure in compliance with all legal requirements.

If the total cash equivalent of the net asset significantly exceeds all debt obligations, then in this case the authorized capital can be increased, which will bring additional dividends to all shareholders of the company.

Limiting the number of total par value of shares or the maximum number of votes held by one shareholder

All issues related to the authorized capital of a JSC are considered by the provisions of Article 99 of the Civil Code of the Russian Federation.

The requirements of the current legal framework state that the shareholding structure has the right to issue an unlimited number of shares. However, this should be noted in the statutory documentation. As for the distribution of votes between shareholders, then everything will also depend on the internal policy of the company.

In some situations, the state sets restrictions.

In particular, shares cannot be owned by one person, and the composition of founders of a JSC must be more than two participants.

All features of this issue are regulated in accordance with Article 99 of the Civil Code of the Russian Federation. However, one should not forget that in most cases JSCs independently determine and establish the procedure for issuing shares in an organization, their total size in monetary terms and discuss their distribution among all founders of the company.

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Authorized capital

Is it possible to spend the authorized capital of a JSC for the personal needs of a JSC

Rustam 05/23/2019 11:13

Good afternoon! You can spend the funds received as payment for the authorized capital. When calculating and paying salaries to employees and insurance premiums, the amount of the authorized capital does not decrease.

Rationale for the conclusion:
Joint-stock company is the organizational and legal form of a legal entity related to commercial organizations (clause 2 of article 50 of the Civil Code of the Russian Federation, clause 1 of article 2 of the Federal Law of December 26, 1995 N 208-FZ "On joint stock companies" (hereinafter - Law No. 208-FZ).
The authorized capital of a joint-stock company determines the minimum size of the company's property that guarantees the interests of its creditors. It cannot be less than the size provided for by the law on joint stock companies (Article 99 of the Civil Code of the Russian Federation).
For commercial organizations, the purpose of creation is to carry out entrepreneurial activities aimed at systematic profit from the use of property, the sale of goods, the performance of work or the provision of services (clause 1 of article 2, article 50 of the Civil Code of the Russian Federation).
In the course of entrepreneurial activity, the company enters into economic relations with other business entities, as a result of which it has assets (property, property rights, accounts receivable) and obligations to creditors.
The amount of the authorized capital is determined by the founders (shareholders) of the company, taking into account the requirements of the law for the minimum amount of the authorized capital and the needs of the company in equity capital for starting an independent entrepreneurial activity.
In other words, the newly formed joint-stock company attracts shareholders' funds by placing its own shares precisely for the purpose of initially ensuring the conduct of activities aimed at generating income. From the point of view of shareholders, the acquisition of shares in a JSC is an investment of funds, one of the goals of which is to receive income from the activities of the JSC in the future (dividends).
The authorized capital, as an integral part of the company's equity capital, is the source of formation of the company's property, which is reflected in the balance sheet (in the liability). The sources of formation of the JSC property reflected in the liabilities of the balance sheet show the user of the financial statements at the expense of what means the property of the company was acquired (including expenses). In addition to equity capital, borrowed capital (including bank loans, loans, accounts payable) can serve as a source of formation of JSC property.
In this case, all funds received by the JSC as payment for the authorized capital become (clause 3 of article 213 of the Civil Code of the Russian Federation) the property of the company, which it has the right to own, use and dispose of (article 209 of the Civil Code of the Russian Federation), including spending.
Information about the assets available to the company is contained in the sections of the balance sheet "Non-current assets" (intangible assets, fixed assets, financial investments, etc.) and "Current assets" (raw materials and materials, work in progress, cash, accounts receivable, etc.).
In the course of the organization's commercial activities, some assets are constantly transformed into other assets, while the total value of assets (as a rule) increases. This entails an increase in equity capital, primarily in the form of profit, which is reflected in the balance sheet liability. In this case, the value reflected on account 80 "Authorized capital" does not change. It always corresponds to the size of the Criminal Code recorded in the constituent documents of the company. According to the instructions for account 80 of the Chart of accounts of accounting, the balance on account 80 "Authorized capital" must correspond to the size of the authorized capital, fixed 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. In other words, a decrease or increase in the Criminal Code can occur only in strictly defined cases and only after state registration of such changes.
In the process of current commercial activity, cash and other property is spent and converted into other assets, that is, only the structure of the balance sheet asset changes. The sources of financing for this process, reflected in the "Capitals and reserves" section, remain unchanged. This happens until the moment the financial result is formed.
When implementing finished products (goods, works, services) the company receives income (proceeds from sales), which (ideally) should cover the assets spent on the production and sale of products and bring profit. The profit remaining after tax increases the equity capital of the company and is reflected in the "Capital and reserves" section. Thus, a situation is ensured when the company's assets exceed the size of the charter capital.
However, entrepreneurial activity is based on risk (clause 1 of article 2 of the Civil Code of the Russian Federation). Therefore, with a general focus on making a profit, the result of such activity may be a loss if in the process of entrepreneurial activity the income received during the reporting period turns out to be less than the expenses incurred. Then the negative result formed during the reporting period will reduce the equity capital of the company. At the same time, the total value of the "Capital and reserves" section as of the reporting date will decrease by the amount of uncovered loss. Accordingly, the value of the company's assets will also decrease.
And if the value of the company's net assets turns out to be less than its authorized capital by more than 25% at the end of 3, 6, 9 or 12 months of the financial year following the second financial year or each subsequent financial year, at the end of which the value of the company's net assets turned out to be less than it of the authorized capital, the company is twice, once a month, obliged to place in the mass media, in which data on state registration of legal entities are published, a notice of a decrease in the value of the company's net assets (clause 7 of article 35 of Law No. 208-FZ). That is, this situation indicates an unstable financial position company, which should be known to all interested parties.
If the value of the company's net assets remains less than its authorized capital at the end of the financial year following the second financial year or each subsequent financial year, at the end of which the value of the company's net assets was less than its authorized capital, the company no later than six months after the end of the corresponding financial year is obliged to take one of the following decisions (clause 6 of article 35 of Law No. 208-FZ):
- on reducing the authorized capital of the company to a value not exceeding the value of its net assets;
- on the liquidation of the company.
This is exactly the situation when the society, by virtue of the law, is forced to make a decision to reduce the authorized capital, register this change, after which the value reflected in account 80 "Authorized capital" should be reduced.
And if at the end of the second financial year or each subsequent financial year, the value of the company's net assets turns out to be less than the amount of the minimum authorized capital specified in Art. 26 of Law No. 208-FZ, JSC, no later than six months after the end of the financial year, is obliged to make a decision on its liquidation (clause 11 of article 35 of Law No. 208-FZ).

Note:
The value of the company's net assets is estimated based on accounting data in the manner established by the Ministry of Finance of the Russian Federation and federal body executive power for the securities market (clause 3 of article 35 of Law No. 208-FZ). The value of the net assets of a JSC is understood as the value determined by subtracting from the sum of the assets of a joint-stock company accepted for calculation, the sum of its liabilities accepted for calculation (clause 1 of the Procedure for assessing the value of net assets of joint-stock companies, approved by order of the Ministry of Finance of the Russian Federation and the Federal Commission for the securities dated January 29, 2003 N 10n, 03-6 / pz). Moreover, the Unified State Register of Legal Entities should reflect information on the value of the net assets of the joint-stock company as of the end date of the last completed reporting period (subparagraph "f" of clause 1 of article 5 of the Federal Law of 08.08.2001 N 129-FZ "On state registration of legal entities and individual entrepreneurs").
Please note that the correspondence of the net assets of the JSC and the size of the authorized capital is not controlled during the first year of the company's operation. that is, a decrease in the value of assets (loss) at the beginning of activity is quite normal, since expenses at the initial stage can often exceed income. The main thing is to overcome this situation in the future.
Thus, in the course of normal business activities, the amount of the authorized capital does not decrease. The need to reduce the authorized capital can arise only as a result of systematic losses.

Fedorova Lyubov Petrovna30.05.2019 17:18

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Authorized capital of JSC

Forms of manifestation of the authorized capital of a joint-stock company

Evgeniya 07/16/2018 13:47

Good evening, Evgeniya! This information is not enough for a correct answer to the question, and it is not formulated. We invite you to our office for a consultation, where our specialists will answer all your questions in more detail. For a 50% discount on the consultation Promo code "Free legal advice service 10".

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Fedorova Lyubov Petrovna31.08.2018 01:45

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Indeed, you need to understand all the nuances, come for a consultation.

Dubrovina Svetlana Borisovna01.09.2018 16:23

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Part 7. Interim test

1. Using the accounting equation, fill in the missing spaces in the following table:

2. Give a brief explanation of the following accounting principles. Illustrate your answer with examples.

- The principle of an independent economic entity

- The principle of materiality

- The principle of discretion

3. Robinson Sports manufactures a full range of sports equipment. On May 1, the firm received an order from K. Gatting & Son, 14 Middle Road, Fakenham, for the following items:

The firm provides a trade discount of 25% off the regular retail price, VAT 17.5%.

Required:

Prepare a credit note to be sent by Robinson when K. Gatting & Son returned 3 pairs of cricket shin guards, 1 tracksuit and 2 table tennis rackets on May 5 as substandard.

Calculate the profit that K. Gatting and Son would have received if all of the conditional items from the above order were sold at the RRP. Show your calculations for each article.

4. Explain the following terms:

- Invoice

- Credit memo

- Trade discount

- Discount for paying in cash

Part 8. Answers to the intermediate test

Section 2

Part 1
Accounting, Commercial organizations

Accounting - identification of facts of economic activity, registration and presentation of information about them to interested users.

At the first stage of accounting (i.e. at the stage identifying) collecting information about the facts that allow you to get a reliable idea of \u200b\u200bthe economic activities of a particular commercial organization.

check in - an orderly and systematic reflection of the facts of economic activity in chronological order.

Performance information about the facts of economic activity is carried out by drawing up and distributing financial statements.

Accounting consists of the following stages:

Detection\u003e Registration\u003e Presentation of information

Internal users accounting information are managers who plan, organize and operational management activities of the enterprise. These include marketing executives, internal control leaders, and company officers (see Figure 1.1).

In number external users includes investors, lenders, tax authorities, regulators, trade unions, buyers and customers, and government planning authorities.

Term "bookkeeping" is not synonymous with accounting. Accounting refers exclusively to the registration of facts of economic activity, while accounting, in addition, provides for their identification, assessment and presentation of relevant information. Thus, bookkeeping is only part of bookkeeping.

Commercial organizations

Exists different kinds commercial organizations:

- Sole proprietorship - an enterprise whose assets belong to one owner.

- Partnership (partnership) - an enterprise whose assets belong to two or more partner owners.

- Joint stock company - an enterprise that is a separate legal entity, whose activities are regulated by the law on joint stock companies, the property of which is divided into a certain number of shares.

- Other organizations such as asset trusts, joint ventures, consortia, etc.

Balance equation

Basic balance equation:

Assets \u003d Liabilities + Share capital

The basic balance sheet equation applies to all business entities regardless of size, type of activity, and legal form (see Figure 1.2).

The components of the main balance equation are:

Assets - resources controlled by the company, from which the company expects to receive economic benefits in the future.

Commitments - the current debt of the company, the repayment of which will lead to an outflow from the company of resources containing economic benefits.

Share capital - the share in the assets of the company, remaining after deducting all of its liabilities.

Share capital includes the following components:

Issued capitalconsisting of shares placed in exchange for funds contributed by shareholders and reserves representing adjustments to support capital (such as adjustments to equity resulting from revaluation of assets and liabilities).

retained earnings, defined as the difference between income and expenses, used to pay dividends and create reserves, representing the target distribution of this profit.

Income represent the total increase in equity capital as a result of business activities for profit. This concept includes both proceedsarising in the normal course of business of the company (from sales, fees, interest, etc.), and other income, which also fall within the definition of income and may arise in the ordinary course of business.

Costs represent both the costs associated with the consumption of assets or the depletion of resources arising in the normal course of business of the company and other decreases in economic benefits (losses)that fall within the definition of expenses that may arise in the ordinary course of business.

The difference between income and expenses results in net profit or net loss:

Revenue / Income\u003e Cost / Losses \u003d Net Income

Revenue / Income< Расходы/Убытки = Чистый убыток

Business transactions

Each transaction can be analyzed in terms of its impact on the components of the master balance sheet. In addition, the analysis should identify the indicators affected by the operation and the magnitude of the change for each indicator (see Figure 1.3).

Each business transaction has a double effect on the equation. For example, an increase in the value of a single asset must be accompanied by the corresponding:

- a decrease in the value of another asset, or

- an increase in the obligation, or

- an increase in the share capital.

Score Is a unit used in accounting to record the increase and decrease of a separate item of assets, liabilities or share capital.

In its simplest form, an account can be represented as: (a) the name of the account, (b) the left side or debit, and (c) the right side or credit. In its outline, this form resembles the letter "T", so it was named " T-account».

Illustration 1.3

A. Examples of business transactions.

SUMMARY TABLE

HOUSEHOLD OPERATIONS

SEPTEMBER 2001

B. Reflection of accounting data in financial statements.

1. Prepare an income statement and a statement of retained earnings based on the data in the summary table of business transactions for September 2001.

REFLECTION OF ECONOMIC OPERATIONS

2. Compile the balance sheet using the account balances at the end of the month from the pivot table of business transactions.

Debit and credit, Registration of information in accounting

The terms " debit"And" credit"Respectively mean" left side "and" right side ".

Recording the amount on the left side of the account is called debiting accounts, and on the right side - lending accounts.

When the debit turnover is greater than the loan turnover, the account has debit balance, and if vice versa - credit balance.

Within the system double entry each business transaction is reflected in the same amount on the debit of one account on the credit of another account. Therefore, the sum of all debit entries is always equal to the sum of all credit entries.

Below are the rules for reflecting an increase and decrease assets and commitments for debit and credit of accounts:

Equity components are recorded in various accounts such as Retained Earnings, Income and Expenses and accounts related to issued capital.

Below are the rules for reflecting increases and decreases in equity components for debit and credit of accounts:

The main balance equation in expanded form is as follows:

Assets \u003d Liabilities + Issued Capital + Retained Earnings

Retained earnings \u003d Income - Expenses

ILLUSTRATION 1.4

DOUBLE WRITING RULES

REGULATIONS

The main stages of registering information in the accounting are:

- Analysis of business transactions for reflection on the accounts of accounting.

- Recording information about the operation in the journal.

Transfer of data from the journal to the corresponding general ledger accounts.

ILLUSTRATION 1.5

REFLECTION OF INFORMATION IN ACCOUNTING

ILLUSTRATION 1.6

ANALYSIS OF OPERATIONS AND THEIR REGISTRATION IN THE JOURNAL

Assignment: Analyze and log the following business transactions:

LOGISTIC ACCOUNTING OF ECONOMIC OPERATIONS

Questions

1. What is the main distinguishing feature of all assets?

a. Long service life.

b. High price.

c. Material and material form.

d. Future economic benefits.

2. Choose the most accurate description of the share capital.

a. Assets \u003d Liabilities

b. Liabilities + Assets

c. Share capital + Assets

d. Assets - Liabilities

3. Which of the equations corresponds to the main balance equation?

a. Assets \u003d Equity

b. Assets - Liabilities \u003d Share Capital

c. Assets \u003d Liabilities + Share capital

d. All of the above equations.

4. What are the company's obligations?

a. Future economic benefits.

b. Current debt of the company.

c. The values \u200b\u200bused by the company in the course of its activities.

d. All of the above.

5. What is not included in the company's obligations?

a. Bills of exchange for payment.

b. Accounts payable.

c. Wage arrears.

d. Cash.

6. Obligations of the company are due to:

a. debtors;

b. charitable organizations;

c. creditors;

d. underwriters.

7. Share capital can be represented as:

a. share in assets claimed by creditors;

b. share in assets claimed by shareholders;

c. share in assets claimed by charitable organizations;

d. share in assets claimed by debtors.

8. The basic balance equation cannot be represented as:

a. Assets - Liabilities \u003d Share Capital

b. Assets - Share capital \u003d Liabilities

c. Share capital + Liabilities \u003d Assets

d. Assets + Liabilities \u003d Share Capital

9. If the sum of all liabilities increased by $ 6,000, does this mean that:

a. assets decreased by $ 6,000;

b. share capital increased by $ 6,000;

c. assets increased by $ 6,000 or share capital decreased by $ 6,000;

d. assets increased by $ 3,000 and share capital increased by $ 3,000.

10. Repayment of $ 400 receivables means:

a. increase in assets by $ 400, decrease in assets by $ 400;

b. increase in assets by $ 400, decrease in liabilities by $ 400;

c. decrease in liabilities by $ 400, increase in share capital by $ 400;

d. decrease in assets by $ 400, decrease in liabilities by $ 400.

11. What is income?

a. The cost of assets consumed over the period.

b. The total increase in equity capital in the course of business.

c. The cost of services used during the period.

d. Current or expected cash payments.

12. Net income arises when:

a. Assets\u003e Liabilities

b. Income \u003d Expenses

c. Income\u003e Expenses

d. Income< Расходы

13. What is reflected in the balance sheet?

a. Income, liabilities and equity.

b. Expenses, dividends and share capital.

c. Income, expenses and dividends.

d. Assets, liabilities and share capital.

14. What does the profit and loss statement show?

a. Changes in equity for a specific period.

b. Changes in assets, liabilities and share capital for a specific period.

c. Assets, liabilities and share capital as at the reporting date.

d. Income and expenses for a specific period.

15. What does the debit entry of the asset account mean?

a. Error.

b. A credit entry has been made to the liability account.

c. Decrease in assets.

d. Increase in assets.

16. Which of the equations is a detailed version of the main balance equation?

a. Assets \u003d Liabilities + Issued Capital - Income - Expenses

b. Assets + Expenses \u003d Liabilities + Issued Capital + Income

c. Assets - Liabilities \u003d Issued Capital - Income - Expenses

d. Assets \u003d Income + Expenses - Liabilities

17. Which of the following characteristics is not a qualitative characteristic of financial statements?

a. Relevance.

b. Reliability.

c. Conservatism.

d. Comparability.

18. For information to be relevant, it must:

a. have a low cost of receipt;

b. help evaluate past, present and future events, confirm and correct past estimates;

c. not introduce yourself to external users;

d. used by many firms.

19. The information must be free of material errors and misleading to ensure:

a. comparability;

b. reliability;

c. sequences;

d. forecast.

20. If information is used for forecasting, this means that it:

a. confirmed by an external auditor;

b. prepared on an annual basis;

c. confirms or corrects previous calculations;

d. neutral.

21. Information is relevant if it:

a. passed an audit;

b. presented for the longer of two periods: operating cycle or one year;

c. is objective;

d. is able to influence the adoption of economic decisions.

22. What is the most accurate reflection of the following quality characteristics?

23. The going concern assumption assumes that the company:

a. will be liquidated in the near future;

b. will be acquired by another company;

c. is a dynamically developing company;

d. operates and will continue to operate in the foreseeable future, will not be liquidated, and the scale of its activities will not be significantly reduced.

24. The going concern assumption does not apply when:

a. the company is just starting its activity;

b. liquidation of the company is expected;

c. the fair value exceeds the cost;

25. To determine the materiality of a particular reporting item, the accountant should compare it with all of the following indicators, with the exception of:

a. total assets;

b. total liabilities;

c. the total number of employees;

d. net profit.

26. The accounting entries were made by the new Dixon accountant for transactions in the year ended December 31, 2000. The Comptroller questioned the accuracy of these entries. Net income for the year, based on the accounting entries below, was $ 250,000.

1. The company purchased a trash can for $ 20.

2. Inventory costs of $ 16,000 have a replacement cost of $ 22,000.

3. The equipment was purchased on sale as a result of the liquidation of the company for $ 12,000, the fair value of the equipment is $ 20,000.

The task

For each entry, indicate the accounting principles or requirements that were violated and determine the correct 2000 net income.

27. Indicate which of the following items relates to assets, liabilities or share capital, identifying each item with an appropriate code:

28. The Total Assets of Wine Company at the beginning of the year were $ 800,000 and the total liabilities were $ 300,000. Answer the following questions.

(1) What is the share capital at the end of the year if total assets increased by $ 250,000 during the year. and total liabilities decreased by $ 150,000?

(2) What is the total assets at the end of the year if during the year total liabilities increased by $ 360,000 and share capital decreased by $ 130,000?

(3) What is the amount of total liabilities at the end of the year if during the year total assets decreased by $ 90,000 and share capital increased by $ 190,000?

29. Jacquet Carpet Cleaning has recorded the following items on the balance sheet:

Assets (excluding cash) ……. $ 150,000

Obligations ……. $ 90,000

Share capital ……. $ 60,000

All assets were sold for cash.

The task

Prepare a balance sheet immediately after the sale of assets for cash for each of the following options:

31. Fill in the gaps in the following balance equations.

32. Analyze the following transactions performed by the joint stock company and fill in the table using the “+” sign to indicate the increase and the “-” sign to indicate the decrease in the components of the main balance sheet equation.

33. The following are a number of Baxter transactions. Under each transaction, indicate its impact on assets, liabilities and equity.

For example: A case is open. Funds contributed.

Answer: Increase in assets and increase in share capital.

Paid monthly utilities.

A showcase was purchased for cash.

The repair of the security system was paid in cash.

Clients are billed for the services provided.

Funds were received from clients on the issued invoice (operation 4).

Dividends were declared to the owners of common shares.

Dividends were paid to holders of ordinary shares.

Paid annual rent.

We received funds from buyers for the services provided.

34. Prepare the income statement, statement of retained earnings and the balance sheet of Ben Gray based on the following data presented for September 2000.

(3) Share capital - ordinary shares, retained earnings

(a) $ 252,000 ($ 350,000 - $ 98,000 \u003d $ 252,000)

(b) $ 95,000 ($ 178,000 - $ 83,000 \u003d $ 95,000)

(c) $ 452,000 ($ 202,000 + $ 250,000 \u003d $ 452,000)

32. (10 min.)

Decrease in assets and decrease in share capital. Assets do not change. Decrease in assets and decrease in share capital. Increase in assets and increase in share capital. Assets do not change. Increase in liabilities and decrease in share capital Decrease in assets and decrease in liabilities. Increase in liabilities and decrease in share capital. Decrease in assets and decrease in share capital. Increase in assets and increase in share capital.

34. (15 min.)

BEN GRAY DDS

Report about incomes and material losses

For the month ending September 30, 2000

Revenue from the sale of services ……… .. $ 25,000

Expenses for wages……….. $ 10,000

Dental equipment costs ……… .. 3,500

Rental expenses ……… .. 2,000

Utilities expenses ……… .. 700

Total expenses ……… .. $ 16,200

Net profit ……… .. $ 8,800

BEN GRAY DDS

Report on retained earnings for the month,

ending September 30, 2000

Plus: Net profit ……… .. 8,800

Less: Dividends 6,000

BEN GRAY DDS

Balance sheet

September 30, 2000

Part 2 "Accounting on an accrual basis"

Periodicity assumption

According to the assumption of periodicity economic activity businesses can be divided into specific periods of time. The reporting periods are usually month, quarter, or year. A reporting period of one year is called financial year.

Income recognition principle

The main question that arises when accounting for income concerns the moment of their recognition.

Income recognition principle means that income is recognized if reporting periodin which they are earned.

- this is a type of capital of an enterprise, which is formed by issuing shares by this enterprise.

Share capital is of two types, borrowed and equity.

1. Own - this is a type of share capital in which securities are issued and sold from the available own funds, resembles a kind of whirlpool. From such profits, shareholders receive annual dividends, but only after taxes and salaries are paid.
2. Debt capital is a type of capital that is formed mainly by borrowing money. They can be bank loans and loans.

Using the concept of equity capital, you can define the equity capital of a joint stock company. The main thing is not to confuse net assets and equity. Since net assets are assets, they represent the difference between the company's assets on the balance sheet, and all debt obligations held by them.

Equity structure

Share capital includes:

• authorized capital;
• additional capital (capital formed by issuing income);
• retained earnings (such capital is formed due to the efficient operation of the enterprise);
• reserve capital (capital using funds from net profit).

Share capital cannot exist without a joint stock company.

A joint-stock company is one of the varieties of forms of ownership that combines its property and funds into an authorized capital, which is divided into equal shares, and secured with securities - shares.

There are some difficulties in opening a joint stock company: registration of an enterprise; such an enterprise will be subject to double taxation; when forming a joint-stock company, many shareholders act purely in their personal interests.

But, despite such difficulties, the creation of just such a form of ownership can bring colossal profits. Such an organization of people is formed with the aim of satisfying social needs and making a profit.

Shareholders

A joint stock company is a legal entity, its participants are shareholders. The shareholder's liability is determined by the number and value of the shares. The price indicated on the share itself is par, but on the market such a share will be sold at a certain rate.

In addition to stocks, other types of securities can be bought and sold: bills of exchange, bonds, etc. The issue of such securities is one of the components of financial capital designed to provide income.

There are several ways to create joint stock companies. Namely: newly created; created as a result of the merger of legal entities; as a result of transformation, division or separation of legal entities.

There are two types of joint stock company: open and closed. The joint-stock company has its own authorized capital, which is also called the share capital, since its size is established by the charter of the organization. Shareholders' capital can also be called authorized and nominal capital, it is the property of companies.

Thus, the share capital is the money of the joint stock company.

Return on Equity Formula

Return on Equity \u003d Net Income / Equity.

In order for the capital of this form of ownership to multiply, there must be an effective system for managing such a campaign and no less effective system for controlling management. Ever since share capital began to exist, there have been ups and downs, revivals and stagnations.

A joint stock company is a form of ownership that unites various types of capital. The success of this company depends on the correct distribution of profits.

Availability of authorized capital is a prerequisite for the functioning of an organization that carries out production or other commercial activities... The authorized capital performs three functions:

starting - is the source of the organization's property;

share - establishes the share of participation of each owner in the authorized capital;

warranty - guarantees the fulfillment of obligations to third parties.

Depending on the organizational and legal form of commercial organizations, the authorized capital as an integral part of equity capital can act as:

authorized capital (in JSCs and LLCs);

share capital (in partnerships);

mutual fund (in production cooperatives);

authorized capital (in unitary enterprises).

For accounting purposes in organizations that have passed state registration, these concepts are reduced to the concept of authorized capital.

Authorized capital (MC) - a set of contributions (contributions) of founders (owners) to the property of the organization in the amounts specified in the constituent documents. The amount of the authorized capital characterizes size of propertyguaranteeing the interests of the organization's creditors. The amount of the authorized capital must be indicated in the constituent documents of the organization. The minimum size of the authorized capital is stipulated by federal laws: for a newly established JSC it is 1000 minimum wages, for a closed joint-stock company or LLC - 100 minimum wages. The minimum size of the joint capital and mutual fund is not established by law. Changing the size of the UK is possible only after making changes to the register of the state registration. As a result of current operations, changing the size of the AC is not allowed.

To account for the authorized capital, its changes and settlements with the founders, the following accounts:

passive account 80 "Authorized capital". Designed to summarize information about the state and movement of the authorized capital of the organization;

active-passive account 75 “Settlements with founders”.Designed for all types of settlements with the founders (participants) of the organization. Sub-accounts can be opened for account 75:

75/1 "Settlements on contributions to the authorized (pooled) capital"

75/2 "Calculations for the payment of income"

active account 81 "Own shares (shares)".It is intended for accounting of repurchased own shares and shares.

In the balance sheet share capital reflected in section III "Capital and reserves" in the line "Authorized capital".

1. The procedure for the formation of the authorized capital upon the establishment (creation) of an organization

Consider the formation of the authorized capital in joint stock companies and limited liability companies.

Formation of the authorized capital of joint stock companies

Authorized capital of joint stock companies is formed at the expense of participants' contributions by exchange of these contributions to shares and consists of par value of shares purchased by shareholders.A share is a unit of ownership in a joint stock company. The promotion has the following attributes: cost (price) and earnings per share. There are the following types share value: nominal, balance sheet, liquidation, exchange rate (market). Earnings per share acts as a dividend and represents a part of the JSC's profit received for the reporting period, which is distributed among shareholders.

Joint stock companies can be open and closed. Any investor can purchase shares of an open joint stock company. Shares of a closed joint stock company are distributed among predetermined participants.

Promotions by the method of granting rights to owners are divided into two groups:

ordinary shares;

privileged.

Ordinary shares have the same par value and grant their owners the following rights:

participation in the general meeting of shareholders of the company with the right to vote on all issues of its competence;

receiving part of the company's net profit (dividend) for the current year;

participation in the distribution of the company's property during liquidation after meeting the requirements of the owners of preferred shares specified in the charter

Preference shares provide their owners with certain privileges over ordinary shares. The owner of preferred shares receives income as a percentage of the par value of the shares, regardless of the results of the organization's activities.

When establishing a joint stock company the following conditions must be met:

the payment price for shares must not be lower than their par value;

the form of payment for shares is determined by the founders;

a contribution to the authorized capital can be money, securities, other types of property, property rights, etc. Assessment of in-kind contributions is made by agreement of the parties. In the cases established by the laws "On Limited Liability Companies" and "On Joint Stock Companies" an independent appraiser is invited;

the term for payment of shares is determined by the founders, but at least 50% of the shares must be paid within 3 months from the date of state registration of the joint stock company, the rest - within a year from the date of state registration.

 

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