IN authorized capital The company can contribute not only money, but also any other property. The reflection of this operation in the accounting and tax accounting of the transferring and receiving parties has a number of features.

Lyubov DEMIDENKO
Auditor

The legislation of the Russian Federation provides for the possibility of making a contribution to the authorized capital of a business company (joint stock company or limited liability company) in the form of property that has a monetary value (Article 66 of the Civil Code of the Russian Federation, Articles 9, 34 Federal Law dated December 26, 1995 No. 208-FZ “On Joint-Stock Companies”, art. 15 of the Federal Law of 02/08/98 No. 14-FZ “On Limited Liability Companies”).

When making a contribution to the authorized capital of property and non-property (non-monetary) contributions, the following is required:

determination of the right to use property, securities, capital investments transferred as a contribution to the authorized capital of the company;

determination of monetary compensation for property contributed as a contribution to the authorized capital, for which the right to use has been terminated (for example, a lease agreement) and there is a need to return it to the original owner;

• documenting contributions of participants to the authorized capital of the company;

expert assessment of objects contributed as payment for the participant’s share (in some cases).

Monetary valuation of property contributed in payment for shares when establishing a joint-stock company or shares (contributions) to the authorized capital of an LLC is made by agreement between the founders.

This decision must be made unanimously by the founders. For example, such an assessment may be indicated in the constituent agreement between the LLC participants. When paying for additional shares of a JSC with non-monetary means, the monetary valuation of the property contributed in payment for the shares of the JSC is made by the board of directors (supervisory board) of the company.

An independent appraiser must be hired to determine the market value of the property paid for shares. The value of the monetary valuation of property made by the founders of the company and the board of directors (supervisory board) of the company cannot be higher than the value of the valuation made by an independent appraiser (clause 3 of Article 34 of Law No. 208-FZ).

An independent appraiser is also hired to evaluate the property contributed to the authorized capital of the LLC. This happens if the nominal value of the share of a company participant in authorized capital LLC, paid for by a non-monetary contribution, is more than 200 minimum wages (Article 15 of Law No. 14-FZ).

Accounting with the transmitting party

A contribution to the authorized (share) capital in the form of property is a financial investment of the organization (clause 3 of PBU 19/02 “Accounting for financial investments”; approved by order of the Ministry of Finance of Russia dated December 10, 2002 No. 126n). To reflect the contribution to the authorized capital, the Instructions for the application of the Chart of Accounts for accounting the financial and economic activities of organizations (approved by order of the Ministry of Finance of Russia dated October 31, 2000 No. 94n) provide account 58 “Financial investments” subaccount 1 “Units and shares”. An organization can record preliminary costs for the acquisition of financial investments in a separate subaccount “Preliminary accounting of costs for the acquisition of financial investments,” for example, 58-5.

The disposal of assets as contributions to the authorized (share) capitals of other organizations is not recognized as its expenses (clause 3 of PBU 10/99 “Expenses of the organization”; approved by order of the Ministry of Finance of Russia dated 05/06/99 No. 33n). Based on this, payment of a contribution to the authorized capital in non-monetary funds in the investor’s accounting is accompanied by the following entries:

Debit 58-5 Credit 01, 04, 08, 10, 41, 43, 58

- the balance sheet (residual) value of the property is written off;

Debit 91-2 Credit 76, 97, etc.

- expenses associated with the transfer of property are taken into account;

Debit 58-1 Credit 58-5

- the contribution to the authorized capital is reflected.

Initial cost of the deposit

The initial cost of financial investments made as a contribution to the authorized (share) capital is recognized as their monetary value, agreed upon by the founders (clause 12 of PBU 19/02). Please note that the Regulations on accounting and accounting statements V Russian Federation(approved by order of the Ministry of Finance of Russia dated July 29, 1998 No. 34n) requires that financial investments be taken into account in the amount of actual costs for the investor (clause 44 of the regulation).

The Ministry of Finance of Russia expressed its opinion on the emerging conflict in accounting regulations in letter No. 16-00-12/15 dated August 23, 2001. In the opinion of the department, the accounting regulations and accounting regulations are regulatory legal acts of the same hierarchical level in the system of legal acts of the Russian Federation. Therefore, an act that came into force later has priority over a previously adopted document. Based on this, preference in our case should be given to PBU 19/02.

It would be entirely possible to agree with the above opinion of the Russian Ministry of Finance, if not for paragraph 3 of the regulations on accounting. It establishes that the provisions on accounting are developed and approved by the department on the basis of the law on accounting and the Regulations on accounting and financial reporting in the Russian Federation. By this, the Ministry, in our opinion, has somewhat raised the level of the accounting provisions in the hierarchy of regulations compared to PBU. And it would still be more correct for the department to approve a new normative document, at the same time make appropriate changes to previously accepted ones.

Making a contribution to the authorized capital is not a gratuitous transfer of the contributed property. In return (in payment for this property), the contributing party receives a certain amount of property rights, consisting primarily of the right to receive a certain part of the profit earned by the company and a certain part of its property in the event of liquidation of the company. The conclusion about the non-gratuitous nature of the contribution to the authorized capital, which seemed obvious from the moment the first part of the Civil Code of the Russian Federation came into force (January 1, 1995), was forced to be confirmed by the Presidium of the Supreme Arbitration Court of Russia (resolution No. 1248/00 dated 08.08.2000). Property rights (claims to society), which are paid by the investor by making a contribution to the authorized capital, according to civil law, are a full-fledged type of property (Article 128 of the Civil Code of the Russian Federation). Thus, both parties - both the investor and the organization receiving the investment contribution - fulfill their obligations under this transaction without in cash. The procedure for assessing income received from such transactions (“under contracts providing for the fulfillment of obligations (payment) in non-monetary means”), including in connection with participation in the authorized capitals of other organizations, is established by clause 6.3 of PBU 9/99. According to this paragraph, the amount of receipts and (or) receivables under contracts providing for the fulfillment of obligations (payment) in non-monetary means is accepted for accounting at the cost of goods (valuables) received or to be received by the organization. The cost of goods (valuables) received or to be received by an organization is established based on the price at which, in comparable circumstances, the organization usually determines the cost of similar goods (valuables).

If we apply the procedure established by PBU 9/99 to assessing the value of property (shares) received as a result of payment in kind, then the value of the shares or the value of the corresponding receivables will be determined regular price acquisition of shares on the market at the time of establishment of the company. This price is equal to the “allocation” price of shares established by the company, which is generally identical to their par value. In relation to financial investments, the “amount of actual costs for the investor” will be equal in this case not to the traditionally understood cost of acquisition (residual value) of the property transferred in payment of the contribution to the authorized capital, but to the amount Money required to purchase this contribution on the market. Consequently, the assessment of income in the form of the value of the property received does not depend in any way on the value of the disposed property.

Thus, it is possible that the valuation of the property agreed upon by the founders will not coincide with the book value of the transferred property according to the accounting records of the transferring party. In this regard, the question arises about the reflection of these estimates in accounting and, consequently, about the possibility of appearance in it financial result from the transaction of making (payment) of a contribution to the authorized capital in non-cash.

If the valuation of the property transferred to the authorized capital differs from its balance sheet (residual) value, then the transferring party will have a positive or negative balance in its accounting as a result of this business transaction. Economic essence This financial result consists in obtaining a larger (smaller) volume of property rights compared to the value of the contributed property. For accounting purposes, the Russian Ministry of Finance proposes to qualify the income (expense) in question as operational, associated with participation in the authorized deposits of organizations (letters of the Russian Ministry of Finance dated October 12, 2000 No. 04-02-05/1, dated March 23, 2001 No. 04-02-05 /1/61, etc.).

Example 1 According to the constituent documents, an object of fixed assets is transferred to the organization as a contribution to the authorized capital. Its book value is 350,000 rubles, the accrued amount of depreciation at the time of transfer is 50,000 rubles. The cost of dismantling the facility amounted to 20,000 rubles.

Option 1. The debt on the organization's founding contribution is 200,000 rubles.

In accounting, the write-off of an object to pay off the debt on the founding contribution is reflected as follows:

Debit 01 subaccount “Disposal of fixed assets” Credit 01

- 350,000 rub. – the initial cost of the transferred object is written off;

Debit 02 Credit 01 subaccount “Disposal of fixed assets”

- 50,000 rub. – the amount of accrued depreciation is written off;

- 200,000 rub. – the value of the object contributed to the authorized capital is reflected in the assessment according to the constituent documents;

Debit 58-1 Credit 58-5

- 200,000 rub. - the contribution to the authorized capital is reflected.

Debit 91-2 Credit 01 subaccount “Disposal of fixed assets”

- 100,000 rub. – operating expenses for the object contributed to the authorized capital are reflected;

Debit 91-2 Credit 76

- 20,000 rub. – the costs of dismantling the facility are reflected;

Loss from disposal of an object - 120,000 rubles. (100,000 + 20,000) will be taken into account when determining the balance of other income and expenses for the reporting month.

Option 2 3 the organization's debt for the founding contribution - 500,000 rubles.

When reflecting in accounting the transaction of adding an object to the debt repayment account, the entries for writing off the original cost of the object, the amount of depreciation and dismantling costs given in option 1 remain (we do not repeat them). The remaining entries will undergo changes:

Debit 58-5 Credit 01 subaccount “Disposal of fixed assets”

- 300,000 rub. – reflects the residual value of the object contributed to the authorized capital;

Debit 58-5 Credit 91-1

- 200,000 rub. – operating income for the object contributed to the authorized capital is reflected;

Debit 58-1 Credit 58-5

- 500,000 rub. - the contribution to the authorized capital is reflected.

The result from disposal of the object is 180,000 rubles. (200,000 - 20,000) will be taken into account when determining the balance of other income and expenses for the reporting month.

________________________

End of example 1

Moment of deposit accounting

The date and document on the basis of which the contribution to the authorized capital must be registered as a financial investment depend, first of all, on the type of business company.

When making a contribution to the authorized capital of an LLC, the date and document on the basis of which the financial investment is registered depends on the situation of making the contribution.

If a company is established, then this moment will be the date of state registration in the manner established by the federal law on state registration of legal entities (clause 3 of article 2 of law No. 14-FZ).

When increasing the authorized capital due to additional contributions of its participants and contributions of third parties accepted into the company, it is the day of state registration of the relevant changes in the constituent documents of the company by the body carrying out state registration legal entities (clauses 1, 2, article 19 of law No. 14-FZ).

If a share is acquired from a participant in an LLC, then the financial investment is reflected in the accounting records at the time of written notification of the company about the assignment of a share (part of a share) in the authorized capital of the company with the presentation of evidence of such assignment (Clause 6 of Article 21 of Law No. 14-FZ) .

The date and document on the basis of which a financial investment is registered when paying for company shares with property depend on the form in which they are issued: documentary or uncertificated.

In the case of a documentary form of shares, this moment is the date of transfer to the owner of the shares of their certificate (which will be the necessary primary document) after making a credit entry on the personal account of the acquirer in the register of shareholders.

If the shares are issued in uncertificated form, then financial investments are accepted at the time of making a credit entry or in the acquirer’s securities account (in the case of accounting for rights to securities with a person carrying out depositary activities) or on the personal account of the acquirer in the case of recording rights to securities in the register maintenance system based on an extract from the relevant account (Articles 28, 29 of the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market” ").

VAT

When transferring property in the form of a contribution to the authorized capital, the procedure for calculating the VAT budget depends on the purpose for which this property was previously acquired: for investment purposes (i.e. directly for transferring it as a contribution to the authorized capital or in payment for shares) or for other transactions recognized as objects of VAT taxation.

As is known, operations involving the transfer of property to the authorized capital of business companies and partnerships are not recognized as the sale of goods (work, services) (subclause 4, clause 3, article 39 of the Tax Code of the Russian Federation). Based on this, this operation is not recognized as subject to VAT (subclause 1, clause 2, article 146 of the Tax Code of the Russian Federation). The amounts of VAT charged to the buyer when purchasing goods (work, services), including fixed assets and intangible assets, are taken into account in their cost in the event of their acquisition for the production and (or) sale of goods (work, services), sales operations ( transfer) of which are not recognized as the sale of goods (work, services) in accordance with paragraph 2 of Article 146 of the Tax Code of the Russian Federation (subparagraph 4 of paragraph 2 of Article 170 of the Tax Code of the Russian Federation). Thus, when purchasing property for investment purposes, the amount of VAT paid to the seller is included in its initial cost.

When purchasing property for transactions subject to VAT, the amount of tax paid to the buyer at the time of its acquisition is accepted for deduction if the appropriate conditions defined by Articles 171 and 172 of the Tax Code of the Russian Federation are met, namely: the presence of an invoice, documents confirming the payment of tax amounts, and acceptance of property for registration.

Deductions of tax amounts presented by sellers to the taxpayer when purchasing fixed assets and intangible assets are made in full after they are registered.

If the taxpayer has deducted VAT paid to the supplier on goods (work, services) used for operations for the production and sale of goods (work, services) that are not subject to VAT, the corresponding amounts of tax are subject to restoration and payment to the budget (clause 3 Article 170 of the Tax Code of the Russian Federation).

It is possible that the change in their position was also influenced by the Resolution of the Presidium of the Supreme Arbitration Court of Russia dated November 11, 2003 No. 7473/03. The demands of the tax authorities for additional VAT assessment in a similar situation were recognized as unlawful, since tax legislation does not contain a requirement for subsequent reimbursement to the budget of the amount of tax accepted for deduction when registering fixed assets after their transfer to the authorized capital of another business company.

Based on the above, the organization must independently decide on the restoration of the amount of previously offset VAT. If the organization nevertheless decides to restore VAT, then this is reflected in the accounting records by the following entries:

Debit 19 Credit 68 subaccount “VAT calculations”

- VAT on transferred property has been restored.

The amount of VAT restored from the budget, in the author’s opinion, should increase the cost of the actual costs of acquiring a share in the authorized capital:

Debit 91-2 Credit 19

- reflects the amount of restored VAT.

income tax

Expenses of an investor organization in the form of contributions to the authorized capital of another organization are not taken into account when calculating income tax (clause 3 of Article 270 of the Tax Code of the Russian Federation).

The difference between the value of the property, property rights contributed as payment and the nominal value of the acquired shares (shares, shares) of sub-clause 1, clause 1 of Art. 277 of the Tax Code of the Russian Federation). Consequently, the profit (loss) reflected in the accounting records resulting from contribution to the authorized capital is not taken into account when calculating income tax.

The value of the acquired shares (shares, shares) for tax purposes is recognized equal to the value (residual value) of the contributed property (property rights), determined according to tax accounting data on the date of transfer of ownership of the specified property (property rights), taking into account additional expenses that for tax purposes are recognized by the transferring party upon such contribution (clause 1 of article 277 of the Tax Code of the Russian Federation). Additional expenses may include costs for dismantling, transporting property, etc., as well as the restored amount of VAT (if any).

Thus, the value of shares (shares, shares) reflected in the accounting records according to the valuation agreed upon by the founders may not coincide with the value of the same shares (shares, shares) taken into account in tax accounting at the residual value of the property contributed to the authorized capital, taking into account additional expenses arising from the transferring party when contributing property to the authorized capital.

In the event of further sale of the specified shares (shares, shares), for the purpose of calculating income tax, an expense in the amount of the residual value of the property transferred as payment for the contribution (shares) will be taken to reduce income.

Example 2 Let's consider tax consequences transfer of a fixed asset object, using the data from example 1, assuming that the value of the transferred object according to accounting coincides with its residual value in tax accounting.

Option 1. In the tax register, in which the investor organization keeps records of acquired shares (shares, shares), the value of the share in the authorized capital is reflected in the amount of 320,000 rubles. (300,000 + 20,000).

The difference between the nominal value of the acquired share in the authorized capital of the company and the value of the object contributed as payment is a loss of 120,000 rubles. (200,000 - 320,000) is not taken into account as expenses when calculating income tax in the current reporting (tax) period.

If this share is subsequently sold at the price established by the founders of 200,000 rubles, then when calculating income tax, the above-mentioned loss of 120,000 rubles is taken into account.

Option 2. The cost of a share in the authorized capital does not change compared to option 1 - RUB 320,000.

The difference between the nominal value of the acquired share in the authorized capital of the company and the cost of the object contributed as payment is a profit of 180,000 rubles. (500,000 – 320,000). It is not taken into account as part of income when calculating profit tax in the current reporting (tax) period.

Upon further sale of this share at the cost established by the founders of 500,000 rubles. When calculating income tax, the above-mentioned profit of 180,000 rubles is taken into account in income.

Assuming that the value of property in tax accounting is zero, then the values ​​accepted in tax accounting when calculating income tax will change.

Option 1. The value of the share in the authorized capital is entered into the tax register - 20,000 rubles. (0 + 20,000).

The difference between the nominal value of the acquired share in the authorized capital of the company and the cost of the object contributed as payment is a profit in the amount of 180,000 rubles. (200,000 – 20,000) is not taken into account as income when calculating profit tax in the current reporting (tax) period.

In the future, when this share is sold at the cost established by the founders, 200,000 rubles. When calculating tax, the above amount of 180,000 rubles is taken into account in income. (profit).

Option 2. The cost of a share in the authorized capital is the same - 20,000 rubles.

The difference between the nominal value of the acquired share in the authorized capital of the company and the cost of the object contributed as payment is a profit in the amount of 480,000 rubles. (500,000 – 20,000) is not taken into account as part of income when calculating income tax in the current reporting (tax) period.

Upon further sale of this share at a cost of 500,000 rubles. When calculating income tax, the above profit of 480,000 rubles will be taken into account in income.

____________________________

End of example 2

When transferring securities to the authorized (share) capital, the tax base of the shareholder is established in accordance with the specifics of determining the tax base for income received upon transfer of property to the authorized (share) capital (fund) of the organization, which are determined by Article 277 of the Tax Code of the Russian Federation. This article establishes that when placing issued shares (shares, shares), the difference between the value of the property, property rights contributed as payment and the nominal value of the acquired shares (shares, shares) is not recognized as profit (loss) of the taxpayer - shareholder (participant, shareholder).

When transferring property to the authorized capital, the contribution of the transferring party is assessed at the value of the property taken into account in the tax accounting of the transferring party. If securities are transferred, then their value is determined as the acquisition price increased by the costs associated with the acquisition of securities, that is, without taking into account the valuation of the securities contributed to the authorized capital, carried out by an independent appraiser and agreed upon with other participants of the established organization.

Please note that when transferring securities to the authorized capital, the provisions of Article 280 of the Tax Code of the Russian Federation do not apply.

Non-recognition for tax purposes of profit (loss) associated with the appearance of a difference between the estimated value of property when it is contributed to the authorized (share) capital of another organization and the value at which this property is reflected in the balance sheet of the transferring party leads to permanent differences if In the future, the sale of shares (shares, shares) is not provided.

In this case, it is necessary to accrue a permanent tax liability in accounting (clauses 4 and 7 of PBU 18/02). Since the value of constant differences can take on both positive and negative values, the “derivative” from them will also have the same sign.

Of course, it would be more logical if the permanent tax liability is negative to use the concept of “permanent tax asset”. But, unfortunately, the developers of PBU 18/02 did without it, although the recommended form No. 2 “Profit and Loss Statement” (Order of the Ministry of Finance of Russia dated July 22, 2002 No. 67n) uses this term.

The accrual of a positive value of a permanent tax liability is accompanied by the posting:

Debit 99 subaccount “Permanent tax liability” Credit 68 subaccount “Calculations for income tax”

– a permanent tax liability has been accrued.

If the value of the permanent tax liability (permanent tax asset) is negative, the reverse entry is made:

Debit 68 subaccount “Calculations for income tax” Credit 99 subaccount “Permanent tax liability”

If an organization contributes property to the authorized capital with the goal of subsequently selling shares (shares, shares), then the above-mentioned differences in accounting and tax accounting form temporary differences. Profit (loss) associated with the appearance of a difference between the estimated value of property when it is contributed to the authorized (share) capital of another organization and the value at which this property is reflected in the balance sheet of the transferring party is not included in tax accounting in the current reporting (tax) period is taken into account, but is taken into account later in the reporting (tax) period when the sale of shares (shares, shares) occurs. Moreover, depending on the relationship between the assessed value of the property and the value at which this property is reflected in the balance sheet, both deductible and taxable temporary differences may arise.

Each of them obliges the organization to accrue:

deferred tax asset - for deductible temporary differences;

deferred tax liability – for taxable temporary differences.

Their accrual is accompanied by the following entries:

Debit 09 Credit 68 subaccount “Calculations for income tax”

- deferred tax asset accrued;

Debit 68 subaccount “Calculations for income tax” Credit 77

– deferred tax liability has been accrued.

When selling shares (shares, shares), reverse entries are made:

Debit 68 subaccount “Calculations for income tax” Credit 09

- the deferred tax asset is written off;

Debit 77 Credit 68 subaccount “Calculations for income tax”

– deferred tax liability is written off.

Accounting with the receiving party

According to the Chart of Accounts, receipt of deposits in the form of fixed assets, intangible assets, tangible assets, securities is reflected in the entries:

Debit 08, 10, 58 Credit 75 “Settlements with founders.”

- reflects the contribution made by the founders in non-monetary form.

Objects of assets contributed to the account of contributions to the authorized capital of the organization are valued at the cost agreed upon by its founders (participants), taking into account the actual costs of the organization for their delivery and bringing them into a condition suitable for use (clauses 8, 11 of PBU 5/01, clause 9, 12 PBU 6/01, clause 9 PBU 14/2000, clause 12 PBU 19/02). For fixed assets contributed to the deposit account, depreciation is calculated in accordance with the generally established procedure, starting from the 1st day of the month following the month of acceptance of this object for accounting, during the period an object determined when accepting an object for accounting (17, 20, 21 PBU 6/01) with its attribution to expenses for ordinary activities or other.

The value of the property received may not be equal to the value of the shares (shares, interests) of the company. The obligation to calculate tax does not arise either in relation to the value of the received property, which is equal to the contribution, or in the amount of excess of the value of the property over the contribution (share premium). Since when calculating the tax base for income tax, income in the form of property, property or non-property rights having a monetary value, which is received in the form of contributions (contributions) to the authorized (share) capital (fund) of the organization (including income in the form of excess of the placement price shares (shares) above their nominal value (initial size)) are not taken into account (subclause 3, clause 1, article 251 of the Tax Code of the Russian Federation). The taxpayer-issuer does not recognize as profit (loss) the difference between the nominal value of the placed shares (shares, shares) and the value of the received property (including cash), property rights, when the taxpayer places the shares (shares, shares) issued by him (subclause 1 p. 1 Article 277 of the Tax Code of the Russian Federation).

Thus, the question of taxation at the time of receipt of property as a contribution to the authorized capital does not arise. At the same time, the question remains of determining for tax purposes the value of the property received as a contribution to the authorized capital.

The Tax Code of the Russian Federation does not contain a norm determining at what value this property should be taken into account in the tax accounting of the receiving party. Tax officials outlined their vision on this issue in Methodical recommendations on the application of Chapter 25 “Organizational Profit Tax” of the Tax Code of the Russian Federation (approved by order of the Ministry of Taxes and Taxes of Russia dated December 20, 2002 No. BG-3-02/729). Thus, section 5.3 states that fixed assets received in the form of a contribution (contribution) to the authorized capital of an organization are accepted for tax purposes at the residual value of the fixed asset item received as a contribution to the authorized capital, which is determined according to the tax accounting data of the transferring party . Section 7.2.7 of the recommendations states that when transferring property to the authorized capital, the contribution of the transferring party is assessed at the value of the property taken into account in the tax accounting of the transferring party. The same assessment takes into account the property in the tax records of the receiving party, the value of which must be documented. Before the release of methodological clarifications, the opinion of tax officials was somewhat different. The initial cost of fixed assets contributed to the contribution to the authorized capital of the organization was recognized as their monetary value, agreed upon by the founders (participants).

According to the author, the tax value of property received as a contribution to the authorized capital should be equal to the tax value of this property from the transferring party. The following can be proposed as a justification for this conclusion. Subparagraph 2 of paragraph 1 of Article 277 of the Tax Code of the Russian Federation states that the value of the acquired shares (shares, shares) for tax purposes is recognized as equal to the value (residual value) of the contributed property (property rights), determined according to tax accounting data on the date of transfer of ownership of the specified property (property rights). However, this rule directly concerns the transferring party. But if the tax value of shares is assessed based on the tax value of the transferred property from the transferring party, then it can be assumed that the tax value of the same property from the receiving party should be the same. Therefore, it is advisable for the organization receiving property as a contribution to request from the transferring party a certificate of its tax value.

However, taking into account that all irremovable doubts, contradictions and ambiguities of acts of legislation on taxes and fees are interpreted in favor of the taxpayer (clause 7 of Article 3 of the Tax Code of the Russian Federation), the organization has the right to independently make a decision on the assessment of the received property in tax accounting: according to the agreed by the founders or according to the tax residual value of the property, determined at the time of its transfer to the authorized capital of the transferring party.

If the organization’s value of the property received as payment for the contribution in tax accounting does not coincide with its value in accounting, then when depreciable property is made as a contribution - monthly, for other property - at a time, permanent differences will arise at the time of its write-off. And they, as mentioned above, will oblige the organization to accrue a permanent tax liability. And this, in turn, will entail the use of the above transactions:

Electricity consumption without a contract: how to avoid negative legal consequences. Organizer: Higher School of State Audit, Moscow State University

Property, along with cash, can be transferred for the purpose of contributing to. The main point is that the property must be equivalent to cash, that is, the specialist makes an expert decision on the market value of the transferred property.

Is it possible to make a contribution to the management company in kind?

According to the Civil Code of the Russian Federation, the authorized capital of business entities can be formed either at the expense of any property. However, significant changes introduced in 2014 determined new rules for the formation of authorized capital. According to them, enshrined in legislation for various legal entities, it should be formed only at the expense of funds.

Capital that is contributed in excess of the established limit can be presented in the form of non-monetary property, which is valued in monetary terms. Property transferred as a contribution can have a wide variety of uses. For example, these could be inventory items that are subsequently used in the implementation of production process

. Also, securities can be accepted as a deposit, which, with proper management of the investment portfolio, can bring significant income.

If the investor has decided to contribute his property to the authorized capital, he must go through the procedure established by law. It lies in the implementation next operations as if from the outside individual, and from the side of the economic entity:

1. must determine which part of the authorized capital will be formed from contributed property, and which part from cash. Do not forget that the monetary part must be no less than the minimum amount established by law. The rules for the formation of capital, including through property, must be reflected in the constituent documentation - and the constituent agreement;
2. An individual participant who wishes to transfer property for contribution to the authorized capital must organize an independent assessment of the transferred property. This is necessary in order to determine how many monetary units corresponds to the transferred contribution.

Monetary valuation must be carried out by an independent appraiser, who forms his conclusion in the form of an appraisal report. An assessment by an independent expert is a must, since he will not have any bias when carrying out his work, and, therefore, will guarantee the reliability of the information provided.

The selection of an independent appraiser should be carried out carefully, and at the same time check the availability of appropriate documents for the possibility of carrying out this activity, otherwise the results of this assessment will be invalid. Documents confirming the right to operate include documents on special education, a certificate of enrollment in an SRO, a liability insurance policy and an agreement to conduct an independent assessment.

The assessment report must be submitted to the registration authorities, both during the initial registration of the authorized capital and when registering its changes towards an increase. There is no need to submit an assessment report to the tax authorities;

1. For property that is transferred by the owner in the form of a contribution to the authorized capital, there must be appropriate documents on ownership. An individual is required to hand over property documents as proof of ownership, and entity must check them for authenticity;
2. property transferred as a contribution is drawn up with a corresponding transfer and acceptance certificate, which reflects all the necessary information. This includes the full name of the individual and, a description of the property being transferred, its characteristics and quantity, as well as, most importantly, the cost according to an independent assessment;
3. after the act of acceptance and transfer of property is signed by both parties, the property is placed on the organization’s balance sheet according to the appropriate accounts, for example, to account for fixed assets or inventory, finished products or financial investments.

How to divide the property contributed to the authorized capital? Watch the video below:

Free transfer

If the owner transfers his property for the purpose of contributing to the authorized capital, this does not mean that it is handed over free of charge, that is, it is completely alienated. When the investor gives away property, in return he acquires property rights under which he has the right to certain part profit received.

If the investor expresses a desire to leave the founders, the previously transferred property is returned to him. In a situation where such property cannot be compensated, it is possible. This is where a previously conducted independent assessment of property, expressing a monetary equivalent, can come in handy - it will need to be transferred to the participant upon leaving the membership.

According to the law, each of the founders is obliged to contribute to the capital (authorized) an amount of money equal to his share. The amount can be expressed not only in monetary form, but also in material values. This norm is regulated by law number 14-FZ, article 15 clause 1.

Features of making non-monetary contributions to the management company

Advantages

There are several advantages to funding a company with a non-monetary asset:

1. Items or equipment that are necessary to conduct business operations, including entrepreneurial activity(for example, a computer or printer).
2. Items can come to the company's balance sheet from the founder if he has a certain inventory (including illiquid stock), in which case the appraiser also evaluates it at market value.
3. To conduct commercial transactions with this product or property (including real estate). For example, a company can sell the goods received, keeping the realized funds for itself.

Requirements

The minimum contribution amount for LLC forms of ownership is 10,000 rubles, which must be made exclusively in cash.

Everything else can rightfully be covered by objects, real estate, movable property (), jewelry, equipment, goods, raw materials. The company specifies those categories of property that can be accepted as a founding contribution.

• There are general legal restrictions that do not allow the following elements to be transferred to capital: Right of use;
• land plot
• The right to lease land plots located in the forest zone;

The right to exploit a land plot that was transferred by the state to a resident of the EED (special economic zone); When transferring non-monetary funds to a company with limited liability

, the founder is obliged to provide ownership rights.

In some cases, temporary transfer for a specified period is possible. This is separately described in the act of acceptance and transfer of assets. The normative assessment is also indicated.

We will talk further about how you can evaluate property as a contribution to the authorized capital.

Valuation of property contributed to the authorized capital

• For assets that are provided to a limited liability company with a total nominal value of less than 20,000 rubles, an opinion from an independent expert appraiser is required.
• Until 2014, items with a specified value or less were assessed by a general meeting of all participants in the company. A unanimous vote was required to make a decision. Today, when transferring any asset, it is necessary to carry out a legally certified appraisal from an independent appraiser. The final conclusion is influenced by market factors that prevailed at the time of the examination. The basis is the conditions under which the property can be sold at the time of assessment in free conditions. The final result is documented. Some appraisers do not conduct a physical inspection of items, but make an expert opinion based on the photographs sent,

technical parameters

and other documents that could confirm the final result.

Read below about who assesses the value of a contribution to the authorized capital with property.

The cost of services from companies depends on the item itself and its volume. For a laptop, the amount can reach a thousand rubles, and for a plot of land or a package of securities - up to 50 thousand rubles. The examination time takes about one week or several days for oversized types of computer equipment.

According to Article 16 of Federal Law No. 135, the appraiser does not have the right to be related to one of the founders or not to be a creditor (debtor) of the above-mentioned persons.

We will describe below how the monetary valuation of property contributed to the authorized capital proceeds.

Procedure

The appraiser uses publicly available information to draw comparisons with similar offerings on the market. Everything is taken into account specifications and operating conditions. The process of drawing up an act for securities and other elements that have an actual established value is simplified as much as possible.

Additional conditions for making a contribution to the Authorized Capital are determined by the company's Charter. The process of this procedure may be prescribed there. If the details are not established in the main LLC document, then you should follow legislative norms, according to which the maximum period for making a contribution after its evaluation is four calendar months.

Valuation report (sample) of property contributed to the authorized capital is possible.

Certificate of assessment of property contributed to the authorized capital

The procedure for contributing property to the authorized capital after valuation is discussed below.

The procedure for making such a contribution

1. After selecting an expert or company, an appropriate contract for the provision of services is concluded. This sample does not have a strictly established form. The SRO where he is a member is considered mandatory to indicate.
2. There is a process of transferring information about an object or object.
3. The appraiser issues a report containing information about the potential value. The board of founders must approve it within six months from the date of its preparation by the appraiser (the boundary period of the act).
4. The charter specifies the maximum amount specified in the act.
5. A transfer and acceptance certificate is drawn up and the property becomes the property of a limited liability company.

The last action that needs to be taken is to submit the corresponding act to the state fiscal service. If desired, it is later possible to increase the authorized capital with property (with its preliminary assessment).

The video below will tell you about the assessment of the contribution to the authorized capital by property:

When an enterprise is created, its founders contribute a certain amount, which forms the authorized capital of the organization. Such contribution of finances or property to the authorized capital is necessary in order for the organization to be able to function on legally. The amount that must be contributed is determined at the state level. In the event that one of the co-founders of the company wishes to leave the ranks of his co-founders, he has the right to demand the return of the amount he contributed to the general treasury.

When an organization is already operating, changes in the amount of its authorized capital may occur, both upward and vice versa. But any manipulations must be officially reflected on paper.

In this article

Property contribution to the company fund

When establishing a company, there may be several or just one participants. In the event that several people decide to become co-founders of an organization, they contribute their shares to the authorized capital, which is noted in the Minutes of the general meeting of founders.

When a company is created by a citizen individually, a note about the contribution of property is made in the Decision on the creation of the enterprise. According to current legislation (), a contribution to the authorized capital of an enterprise can be in the form of movable and immovable property.

Moreover, all real estate is subject to mandatory state registration. In any situation, when determining the authorized capital of property, it must have a monetary value. This assessment

approved by all founders and displayed in the minutes. If the amount exceeds 20 thousand rubles, the involvement of independent appraisers is required. It should be understood that the property that was included in organization fund

, after completing the registration procedure, will be recognized as the property of the company. The contributed property must be transferred to the company no later than 4 months from the moment the enterprise was created.

When the founder does not pay for his share within the specified period, it becomes the property of the organization. Procedure for depositing property

In addition to crediting financial assets to the company's fund, you can also contribute property to the authorized capital. To make this possible, you will need to collect certain documents: When

When one person acts as a founder, the decision on the value of the property is made by him alone. All standard documents that are used by the enterprise for these purposes can be adjusted specifically for a specific institution. But to do this, you should first consult with lawyers.

In order to transfer property from the founder to the balance sheet of the institution, it is necessary to draw up a transfer act. It must be signed by each of the co-founders.

It should be understood that when drawing up a constituent document, it is very important to note in it the possibility of contributing property as authorized capital. In addition, restrictions on specific types of objects are noted.

A property contribution to the authorized capital is not a gratuitous transfer. This means that the founder has the opportunity in the future to receive a share of profit proportional to the contributed portion of the property that will be earned by the organization.

How is property displayed on the balance sheet?

The current regulations stipulate that there will be no difference between the form in which assets entered the organization’s balance sheet. In order for values ​​to be displayed on the balance sheet as fixed assets, certain requirements must be met:

• the use of the asset is intended for a period of more than one year;
• subsequent resale of such an asset is not provided for;
• Using the received asset, the company will be able to make a profit in the future;
• The contributed property can be used during the direct activities of the enterprise both to perform targeted work and for management activities.

Provided that the entered values ​​correspond to all specified requirements they can be classified as fixed assets of the enterprise.

Property can be accounted for as low-value investments as well as income-generating investments. All these nuances must be reflected in the enterprise policy. If we talk about the taxation of the property that is contributed to the authorized capital of the company, then

• in 2017, the following standards will apply for enterprises operating on a simplified system:
• the taxable amount of the company's income will not be increased;

will not be considered expenses, according to Article 346 of the Tax Code of the Russian Federation, since for organizations using the simplified system, paid expenses are not considered expenses.

• If fixed assets are subject to write-off, then the situation is somewhat different:
• For the procedure for writing off valuables, the founder of the company will need to obtain a material assessment of the asset. In addition, an independent appraiser is also involved, who makes his verdict.

In a situation where the value of assets is less than 100 thousand rubles, the organization has the opportunity to write them off at the same time as commissioning, or in stages - over one reporting period.

According to Article 254 of the Tax Code of the Russian Federation, this can be done in accounting for mattress expenses. Here the choice will be directly up to the taxpayer. When their value does not exceed 40 thousand rubles, they are written off immediately upon commissioning, when it comes to writing off assets for income tax.

The same assets, the value of which will be more than one hundred thousand rubles, will necessarily be classified as property subject to depreciation.

It is worth understanding that any manipulations must be reflected in the relevant accounting documentation of the enterprise. The authorized capital represents a certain amount of money invested by the founders of the enterprise at the time of its creation. This is the minimum amount of property for conducting statutory activities. Minimum size

capital is established by law. The authorized capital, among other things, characterizes the property of all founders, who, in the event of leaving the owners, may demand the return of the contributed share in cash. In progress economic activity

The size of the authorized capital may well change - increase or decrease. All changes that occur are registered in the constituent documents without fail.

About shares of authorized capital

If the number of founders of the organization is more than one, then the entire authorized capital is divided into shares, determined in the form of percentages or fractions. The actual value of the participants' shares is proportional to the shares of the net asset value. So, for example, if a participant’s share is 20%, and the value of assets is 100 thousand rubles, then the value of the participant’s share is 20 thousand rubles. The decision to increase the authorized capital may be made due to an insufficient number of working capital

, licensing requirements or the entry of new participants who also contribute. But such an increase in the authorized capital is not allowed in all cases.

• The increase is made through the following means:
• property of the organization,
• by contributing additional funds by “old” participants,

In the event of an increase in capital due to contributions from all participants of the organization, a decision on this is made at the general meeting. The total amount of the contribution, as well as the ratio of amounts in connection with the increase in the shares of participants, is entered in the protocol.

If a contribution is accepted from a third party who wishes to become a member of the company, then an application for his entry into the company, as well as for making a contribution with all detailed accompanying information, is first considered. Then a positive decision is made in the same way at the general meeting.

The fact of increasing the authorized capital of the organization is registered by the relevant government agency as a change in the constituent documents. In this case, joint stock companies are also required to issue an additional block of shares.

About the contribution of property

As a rule, the authorized capital of the established enterprise is supported by a savings bank account. But, as can be seen above, it can be contributed with any other property, which can be fixed assets, any securities, materials, goods, etc. To implement this method, you should draw up a package of documents that will include:

• regulations on authorized capital,
• act on the transfer of property to the balance sheet of the enterprise,
• property valuation protocol.

On the procedure for making a contribution to the authorized capital

First of all, the property to be included in the authorized capital must be assessed. This procedure is carried out by the Board of Directors (in the case of Joint stock company) together with an involved independent appraiser. Moreover, he has no right to set a higher price than the one announced.

In the case of establishing a Limited Liability Company (LLC), the cost of the minimum allowable authorized capital is ten thousand rubles.

There is no need to pay the entire amount upon establishment. It is enough to deposit five thousand at once, and then, within a year, the remaining funds.

If the founder is a single person, his sole decision when drawing up a protocol on the value of the property is sufficient. If the estimated cost is more than twenty thousand rubles, then, before contributing the authorized capital with property, the latter is appraised with the invitation of a professional appraiser.

Samples of all necessary documents- standard, but can be adjusted to suit your own needs and in agreement with lawyers.

Legal Requirements

The property is transferred to the balance sheet of the established enterprise with the preparation of a transfer act. It is signed by each of the founders.

A prerequisite is to include in the relevant sections of the Charter and the constituent agreement (if there is more than one founder) the very possibility of contributing the authorized capital with property. As well as restrictions on types of property.

The property contribution made to the authorized capital is not, by law, a gratuitous transfer. The contributing party (investor) receives the rights to receive a certain part of the profits earned by the Company, as well as a certain part of the property in the event of liquidation.