7. UNDERH.ABOUTD.S TO ABOUTC.E.N.Ke.
IN Evaluation practice There are three conceptual approaches to the definition of value:
Profitable approach.
Cost approach.
Comparative approach.
TOout of approaches implies the use of its specific methods and techniques, as well as requires compliance with special conditions, the presence of sufficient factors.
IN Relations with this result obtained on the basis of several approaches is the most reasonable and objective. In accordance with the concept of market value, its calculation must be carried out, based on such use of the property, in which the cost of property will be maximal in the current market situation.
7.1. Profitable approach
D.the actual approach to defining the cost is based on the principle of waiting, which states that the cost of the property is determined by the current value of income that can be obtained by its owner in the future.
FROMthe following methods of the income approach are serviced to evaluate shares:
Revenue discounting method;
Method of capitalization of income;
Dividend capitalization method.
Dividend Capitalization Method It is the direct method of determining the value of shares. Evaluation of shares by this method includes predicting the expected level of dividend per share and transform it to the current value of the action by capitalization in accordance with an acceptable profitability for a typical investor.
E.the case is expected that the dividends of the enterprise will grow the same pace over a long period of time, the current value of the action will be:
D.0 - the basic amount of the dividend;
r. - required rate of profitability;
g. - forecast of the growth rate of dividends.
ABOUTthe use of this method is difficult, since most domestic enterprises are not paying dividends and has no dividend history, therefore, it is not possible to predict future dividends streams.
Revenue discounting method It implies that the cost of the current enterprise (100% stake in the package) is the current cost of future income that can be generated by the business system. The cost calculation is made according to the following formula:
Where:
PV
CFT. - predicted amount of income in the period t.;
FV - the cost of the enterprise at the end of the forecast period;
i. - discount rate;
n. - Number of forecast periods.
M.etodes of discount income is determining in the following cases:
To assess the newly created business.
To assess the business, the functioning of which is strictly limited by the temporary framework. Upon the expiration of the deadline, the activity is terminated and a partial or full return of investments is predicted.
To assess investment programs.
To evaluate enterprises requiring significant investment.
D.ruga option is a profitable approach to business assessment is method of capitalization of income . The essence of this method is expressed by the formula:
PV - the cost of the current enterprise at the actual date of the assessment;
CF. - the amount of income;
R. - Capitalization rate.
M.eTO capitalization of income is used to determine the cost of business, the incomes of which are projected to be uniform or the rates of their growth are constant for a long period of time.
Rasception of value by the method of discounting (capitalization) of income can be divided into the following steps:
1. Forecasting company income.
2. Determination of the discount rate (capitalization).
3. Discounting (capitalization) of income and receipt of the estimated market value.
PeRED Forecasting revenues It is necessary to determine the profitability indicator, the most realistic reflective economic income of the enterprise. As such an indicator, you can use a cash flow or net profit of the enterprise. The choice of the yield indicator is carried out taking into account the factors and conditions of each specific object.
BUThaving pushing the retrospective profit of the enterprise as a reference point to assess its income base, it is necessary to analyze the income and loss statement in detail, in order to eliminate the atypical articles that are able to distort the current and future profitability of the enterprise.
D.enesh flow can be determined in various ways. A typical definition of cash flow is net profit plus balanced depreciation accruals. However, the cash flow can be defined as an indicator or including, or not including some other accounts, depending on the specific purpose of the assessment.
N.for example, when calculating the "pure cash flow" - the indicator used in discounting cash flows within the income approach, capital costs and other mandatory investments necessary to obtain projected income should be deducted from the projected flows. In the general form, the cash flow calculation scheme is shown in Table 20.
Table 20.
Building cash flow
Monetary flow element
Note
Net profit
Balance accruals (depreciation of fixed assets and intangible assets)
Increase the income of the enterprise because they do not cause cash outflows. Amortizing deductions are only an account on accounting accounts, and reduce taxable profits.
Investments (net changes in non-current assets)
The amounts required to provide projected activities
Total cash flow
INthe indicator of the yield of the estimated enterprise largely depends on the structure of the company's assets. For an enterprise who owns predominantly built-up real estate, the value of which is reduced on the balance sheet, but in reality it does not occur, the rate of money flow will be more preferable than the profit determined in terms of accounting.
FROM The other side, for the enterprise, in the assets of which is dominated by a quick or obsolete equipment, a more suitable income base is traditional accounting net profit, and not a cash flow.
Preal estimation of the cost of the income approach should use the discount rate (capitalization), which should be calculated on the same basis as the indicator of the profitability to which it applies.
7.2. Cost approach
Pbusiness Evaluation The cost approach is based on the principle of substitution, according to which a typical investor will not pay more than the property of the cost of reproduction of a similar utility facility.
ABOUTthe redundant method of the cost approach is method of clean assets .
FROMthe confidence of the current enterprise by this method is defined as the value of the assets at the disposal of the enterprise, less the existing obligations.
Raschange is made on the basis of accounting balance (Form No. 1) according to the following formula:
PV = A. – D. Where:
PV - the current cost of own capital of the enterprise (the cost of the existing enterprise) at the actual date of the assessment;
BUT - the cost of assets of the enterprise at the date of the assessment;
D. - The total liabilities of the enterprise at the date of the assessment.
D.the legal method is legally regulated by the Order of the Ministry of Finance of the Russian Federation of January 01, 01.01 No. 10N, the Federal Commission on the Securities Market No. 03-6 / PZ "On the procedure for assessing the value of net assets of joint-stock companies".
M.etod of clean assets has three varieties:
Method of book (book) cost;
Methods of adjusted net assets;
Methods of liquidation value.
Pri use book value techniques The company's own capital is determined in accordance with the accounting (balance) value of its assets. However, the balance sheet of equity does not adequately reflect the market value of the enterprise due to the following reasons:
The principles of accounting reporting assume that all economic operations, with rare exception, are recorded in the prices of their time, and the amendments to past values \u200b\u200bare allowed in a limited number of cases.
As a result, an accounting balance with a cumulative effect reflects the assets and obligations acquired at different times. Since the current market value of assets may vary, especially in the case of long-term assets, the figures indicated in the balance may not reflect the real market value.
Balance distorts inflation.
As practice shows, most industrial enterprises have an extremely rational structure of assets. The balance sheet "is burdened" by the main funds, material resources, which are actually not used and obtained "inheritance" from former times or as a result of management errors.
By purchasing current assets, such as receivables, finished products, the investor will pay the discounted price, which will provide it to the income on the nested funds comparable to alternative investment options.
TOthe lower cost is the most accurate value characteristic of the business in the event that all property of the enterprise is taken into account on the balance sheet price.
The technique of adjusted net assets It involves bringing the entire active part of the balance sheet to real economic form. For this purpose, a detailed analysis of the articles of the accounting balance is carried out and appropriate amendments to the value of the property are made.
Methods of liquidation value It implies the calculation of the same net assets, but with amendment on the accelerated period of the elimination of property and the amount of costs associated with the liquidation of the enterprise. This technique is applied in the following cases:
The company is in a state of bankruptcy or there are serious doubts about his ability to remain an existing enterprise;
The cost of the enterprise in liquidation may be higher than when continuing activities.
W.reading all the above, the method of net assets is more applied to determine the market value of the current enterprise in the following cases:
The company operates relatively recently, and the lack of profile retrospective makes it difficult to objectively predict future business incomes.
In the past, the company had problems with management.
There was a change of key manual personnel figures, which may affect the company's policy.
7.3. Comparative approach
FROMequative approach, as well as costly, is based on the principle of substitution, which in relation to this approach it says that a typical investor will not pay more than the property of the property costs for the acquisition of a similar utility facility.
FROMequative approach in any direction of evaluation is the most accurate, but its use is always resting in difficulty with information. The prerequisite for the use of this approach is the presence of a fairly formed market.
FROMequative approach in business evaluation includes three methods:
The capital market method, or the company's method - analogue;
Method of transactions, or sales method;
The method of sectoral relations, or the method of industry coefficients.
Method of capital market Determines the cost of an enterprise based on comparing it with similar companies, prices for the shares of which are formed by the open stock market. This method always provides a value estimate at the level of non-controlled (minoritarian) share package.
Transaction method This uses data on sales of control packets of joint-stock companies, or on sales of enterprises - analogues of the whole. Such transactions can occur during mergers or absorption. This method is of great interest in determining the cost of business as a whole or controlling stake in shares, but today it is practically not applicable because of the extremely limited number of real transactions.
The method of sectoral relations It is based on the use of relations between the price of the enterprise of a particular industry and the financial parameters of its activities. These ratios are determined on the basis of long statistical observations by special institutions. These formulas cannot be transformed into other market segments. In addition, it is possible to remove them only on the current market. Therefore, this method is not developing in Russian conditions.
7.4. Determination of the value of shares
IN According to the Federal Law "On the Securities Market" of 01.01.01 No. 39 - FZ under the term "stock" It is understood as the emission securities, consolidating the rights of its owner (shareholder):
To receive a part of the profits of the joint-stock company in the form of dividends;
To participate in the management of the joint-stock company;
On part of the property remaining after its liquidation.
FROMa significant impact on the value of the share package has the nature of the control.
INthe controlling stake in the control package provides shareholders with the following rights to take into account when evaluating:
Changing the statutory documents of the enterprise (the presence of 75% of shares);
Making a decision on the reorganization or liquidation of the Company (the presence of 75% of the shares);
Defining the policy of the enterprise, changing the business development strategy (the presence of 50% of the shares);
Making a decision on the emission of securities (the presence of 50% or 75% of the shares);
Distribution of profits on the basis of the activities of the enterprise, including the establishment of dividend sizes (the presence of 50% of the shares);
Elections of members of the Board of Directors (with a simple voting - the presence of 50% of the shares; with cumulative voting: the required number of shares \u003d the total number of shares / (the total number of members of the Board of Directors + 1)).
FROMthe touch of the test package in most cases above the cost of ownership of a minority package, so when moving from the cost of small pie interest (non-controlling stake) to the value of the entire business (100% of the shares), you must add a premium for control.
Preverse transition (from the cost of the checksum to the cost of the minority package) should be introduced discount for non-control character.
IN In accordance with the Federal Law "On Joint-Stock Companies" of 01.01.01 No. 208 - FZ, shares of closed joint-stock companies provide their owners the preemptive right to acquire shares sold by other shareholders of this company, at the price of a third party. Thus, closed joint-stock companies have the right to distribute shares only among shareholders and promotions can be sold to third parties only in case of refusal of other shareholders from the right of their acquisition. Shares of open joint stock companies can be in free circulation. In this regard, when evaluating the cost of a block of shares of a closed company should take into account a discount for insufficient liquidity.
T.in the way, with the final determination of the value of the minority package of the company, it is necessary to take into account the discount for the non-control nature and, if necessary, a discount on the insufficient liquidity of the share package.
8. Definition of STRANDM.ABOUTFROMT.AND ABOUTB.KommersantEstablishment estimates
8.1. Determination of the value of the object using an income approach to the assessment
FROMthe continuation of a 100% share in the authorized capital using an income approach to the estimate was determined by the method of discounted cash flows (DDP).
Rasception of the value of the share by the method of discounted cash flows includes several stages:
1 . Determination of the duration of the forecast period, as well as the choice of the type of cash flow, which will be used as a database for evaluation.
2. Analysis and forecasting of gross income, expenses and investments of the enterprise.
3. Determination of the discount rate.
4. Cash flow calculation for the forecast and postprognosis.
5. Calculation of the current value of future cash flows in the forecast and postprognomic period.
6. Making concluding amendments.
7. Calculation of the cost of 100% of the share in the authorized enterprise.
D.enesh flow from the functioning of the enterprise was calculated in ruble equivalent. For the assessment, a nominal cash flow was used (taking into account the inflation component). The initial data for the calculation was the actual (2006-2008 and the first half of 2009) financial and economic indicators of the activities of LLC "N", as well as the conclusion Appraisers.
8.1.1. Determination of the length of the forecast period
IN Evaluation of the business by the method of discounted cash flow The entire period of the projected activity of the enterprise should be divided into two parts: the forecast period and the post-unnky period.
IN The forecast period, as a rule, there is significant fluctuations in the income and expenses of the company associated with the growth and fall of physical sales, changes in the cost structure, price dynamics, and the like. During this period, when the company's activities have not yet stabilized, there may be no clear trends in development.
E.the most complex portion of forecasting, since it is necessary to analyze the factors that affect the amount of cash flow and predict their change separately.
TOthe Roma of Togo, any changes in the external environment of the enterprise (the loss of the Customer, entering the market of a new competitor, the change in legislation) inevitably affect the volumes and sales and cost of the company's works, namely, these changes are most difficult to consider. According to the practice of a developed market economy, the projected period for evaluating the enterprise can be, depending on the purpose of assessment and a specific situation from 5 to 10 years. In countries with economies in transition, element of instability, and adequate long-term forecasts are particularly difficult. In addition, investment investments in the Russian market are characterized by an increased level of risk, which leads to the required investors with higher rates of return on equity capital.
T.in the way, the consideration of a long forecast period becomes unjustified, since the values \u200b\u200bof the present value are striving for zero over time. Based on the above conditions, as well as taking into account the ability to use to predict the values \u200b\u200bof the main economic indicators Appraisers determined the forecast period at four years.
Pthe involutionary period is called the stage of development of the enterprise, when the volume of production and sales stabilize, changes in the cost of relatively small, that is, the growth rates of the enterprise can be considered as a certain mean value.
8.1.2. Cash flow type
FROMthere are two ways to assess discounted cash flows: the first method allows to assess the company's own capital, the second way is to evaluate the company, taking into account all invested capital. Although the expected cash flows are discounted in both ways, the corresponding cash flow values \u200b\u200band the applied discount rates differ depending on the selected method.
FROMthe tone of equity is determined by discounting cash flows per equal capital (cash flows after all expenses, reinvestment, payments for tax liabilities, as well as interest payments and on the principal amount of debt), and at the discount rate equal to the value of equal capital ( There are rates of profitability required by the shareholders of the company's own capital).
FROMthe infancy of the company as a whole it turns out through the discounting of the expected cash flows of the company (i.e. cash flows after all operating expenses, reinvestment and tax payments, but to any payments to owners of obligations and stocks) at the weighted average cost of capital (that is, the cost of the funding components used proportionally their market value). The cash flow for equity is calculated according to the following scheme (see Table 21).
Table 21.
ABOUTPRE.D.E.L.E.N.ANDE. cash flow for equity
Indicator
Depreciation deductions
Plus (minus)
Increase (reduction) of long-term debt
Capital investments
Minus plus)
Growth (decrease) of own working capital
Cash flow for equity
F.ormula determination of the cash flow generated by the Company as a whole is as follows.
Table 22.
ABOUTPRE.D.E.L.E.N.ANDE. cash flow on investment capital
Net profit (after tax pay)
Indicator
Depreciation deductions
Capital investments
Minus plus)
Growth (decrease) of own working capital
Cash flow on investment capital
D.igrock the amount of cash flow for equity allows you to go directly to the market value of the company's own capital (100% of the package of shares or 100% share from the authorized capital), if the second type of cash flow is discounted, the result is the company's market value as a whole (including long-term borrowed Tools), which requires a subsequent exception from the value of the company's market value.
IN The case of the present assessment was chosen cash flow to invested capital.
8.1.3. Determination of cash flow size
Analysis of the retrospective dynamics of revenue, cost and profits
Pon the results of financial and economic activities for an affordable retrospective period from 2006 to the first half of 2009, the enterprise had the following results.
The volume of the gross revenue of the enterprise for the analyzed period increased by 1.7 times: from 44536 thousand rubles (2006) to 77776 thousand rubles (2008), but the dynamics of the growth rate of revenue was inconsistent: in 2007, revenue growth rate was 53.3% , and in 2008 - only 13.9%. At the same time, the cost in 2007 increased by 29.8%, and in 2008 - by 17.4%, that is, in 2007, revenues grew faster than the cost, and in 2008 the rate of cost growth exceeded the growth rate of revenue by 3.5% . In the first half of 2009, revenue from the sale of products amounted to 25807 thousand rubles - it increased by 30.1% compared to the same period of 2006 (at the same time, the increase in cost was 25.33%), but relative to revenue for the first half of 2007 and 2008 . G. It happened to the decline of 11.21 and 35.8 percent, respectively. At the same time, the cost reduction in the first half of 2009 amounted to compared with the first half of 2008 (-34.4)%, since 2007 (- 7.84)%. Such a significant decrease in the sales volumes in the first half of 2009, undoubtedly caused by the financial crisis, affecting all areas of the activities of domestic enterprises, and providing a significant impact on consumer demand for the population - the volume of demand in the market of flour confectionery products has significantly changed, as well as the structure of demand for this Type of product. Unlike premium products - segment Economy goods began to enjoy increasing demand. Considering the fact that the main share of the cookie produced belongs to the premium class, this trend has negatively affected the company's financial indicators.
Fig. thirty. Dynamics of revenue, cost and net profit, thousands of rubles.
The dynamics of the cost of production for the analyzed period was exposed to fluctuations: in 2006, the share of the cost in the total company's revenue was 98.8%, in 2007 83.6%, in 2008 - 86.2%. According to the results of activities for the first half of 2009, the share of the cost in the total volume of revenues was 89.3%. The cost of the cost of manufactured products in the period from 2007 to the first half of 2009 is presented below in Figure 31. As can be seen from the diagram, it accounts for about 60% of the cost, and the share of this article of expenditures is growing.
Activities, the highest specificity accounted for income from the main type of activity, from other operating activities, the enterprise has lost damages throughout the analyzed period. At the beginning of 2007, the company had a loss from the main activity in the amount of 2 rubles, the result from operating activities was (- 1 rubles. In 2007, the profit from the company's main activity was 8 rubles, the result from operating activities (- 3 rubles. In 2008 The company's company had a profit from the main activity in the amount of 8 rubles, a loss from operating activities at the same time amounted to (- 6,554,000) rubles. According to the results of the first half of 2009, the profit from the main activity was 1 rubles, the loss from operating activities was equal to (- 1 rubles.
Fig. 33. Dynamics of profit, thousands of rubles.
Profit from the results of all activities (before tax) for 2008 amounted to 2415 thousand rubles - higher than the indicator for 2006 (in 2006, the loss amounted to (- 4,219) thousand rubles), but below the figure for 2007 almost twice . In the first half of 2009, the profit before tax amounted to 292,000 rubles - significantly lower than this indicator for the first half of 2007 (1581 thousand rubles) and 2008 (1872 thousand rubles).
The share of interest to pay in total revenue was inconsistent: in 2006 it amounted to 1.78%, in 2007 - 2.14%, in 2008 - 1.89%, in the first half of 2009 its significance increased significantly and amounted to 3.16%. In absolute terms, the change in the amount of interest to payment looked as follows: In 2006, 791 thousand rubles were spent on interest payment; In 2007 - 1462 thousand rubles. (The growth amounted to 1.85 times), in 2008 - 1468 thousand rubles. (With respect to 2007, the growth was 1.004 times). In the first half of 2009, interest to payment amounted to 815 thousand rubles. - Compared to 2008, the growth rate of these expenses amounted to 16.6%.
The dynamics of net profit for the analyzed period is not constant: in 2006, the highest value of net profit was recorded in 2007. rub.); In 2008, the company's net profit decreased by 54.7% compared with 2007 (up to 2055 thousand rubles), in the first half of 2009 net profit amounted to 213 thousand rubles, which is significantly lower than the same indicator for the first half of 2007 and 2008 . G. (1521 and 1710 thousand rubles. respectively).
Prange income was carried out Appraisers Taking into account the following prerequisites.
1. To predict revenue for 2009, the ratio "Annual revenue / revenue for the first half of the year" was analyzed in the period from 2006 to 2008, which was: in 2006 - 2.47; In 2007 - 2.38; In 2008 - 1.94. The weighted average value of this parameter was calculated as follows: (2.47 × 1 + 2.38 × 2 + 1.94 × 3) / 6 \u003d 2,18. Predicted for 2009, the volume of gross revenue will be: × 2,18 \u003d rubles. Thus, in relation to 2008 revenue, the predicted decline in the implementation of the sales of the enterprise in 2009 will be (-27.7)%.
Predicted for 2010 - 2012 year year The growth rate of gross revenue was calculated based on the level of consumer prices and GDP growth predicted during these years, and will be, respectively, 11%, 10.1% and 9.8%.
The assessment of the share in a limited liability company is to accurately establish the market value of all material and intangible assets, which were made by the co-founder into the authorized capital of the company, as well as to predict the further profitability of this enterprise. First of all, the assessment of the share in Ltd. is required when it is alienated and in the inheritance of a part of the business. But this procedure is also needed when using a share in the authorized capital as a mortgage property for obtaining a loan and in the development of investment solutions.
The assessment of the share of LLC is necessarily held in such situations:
1. The need to optimize the management of the company.
2. Conclusion Transactions of purchase and sale of part in business.
3. Inheritance of the share in the authorized capital.
4. Development of effective investment projects.
5. Restructuring or bankruptcy of the company.
6. Drawing up a business plan for further work of the enterprise.
7. Using a share in LLC as a deposit upon receipt of the loan.
Methodological basis for assessing the share of business
Modern LLC is complex organizational structures that own a significant number of assets (from real estate to intellectual property) and obligations. Therefore, the use of a single-sided approach to the determination of the value of the share leads to the formative results. The most effective will be to use at once 3 approaches: the cost, profitable and comparative. Each of them gives an idea of \u200b\u200ba part in the business from a certain point of view, and in the complex they allow you to establish the real value of the share in LLC.
The purpose of the cost approach is to calculate the total value of the total assets of the company, in other words, it is necessary to find out how much the company is at the time of the assessment. This approach from the position of the buyer, who knows all the assets of LLC, and he agrees to pay for them their real value, but no more.
With a profitable approach, the incomes that society can bring to their owner subsequently into account. At the same time, investors are taken into account, who expect some income from the company, and they, in turn, affect the value of the assessment object.
A comparative approach involves the study of the market, where the transactions of the purchase and sale of shares in LLC are constantly being concluded. The cost of the assessment object is established on the basis of similar cases when similar shares were sold. In this case, the principle of substitution comes into force, which consists in the fact that the cost of the enterprise will be similar to the cost of another organization, which is interesting for the buyer about the same as the object of evaluation.
The described approaches include 10 methods that allow you to assess the enterprise from different sides. A qualified appraiser must have all methods in the arsenal and approaches to find the necessary, because each of them has its advantage and is more appropriate for one of the above situations.
What should be taken into account when evaluating the share in ooo?
A limited liability company is such a legal form of an enterprise, with which each of the participants is responsible for the obligations only within its own share. Co-founders make a contribution to the authorized capital of the company, and the share in the nominal value of the enterprise will be proportional to the contribution of each participant. But the real value of LLC (and therefore each share) can differ significantly from the nominal. For example, it happens when the company works very successfully.
An assessment of the value of the enterprise should use an integrated approach. It is necessary to calculate the value of all assets (material and intangible) and liabilities of the company. This means that it is necessary to evaluate all the property of LLC, first of all, fixed assets: real estate, vehicles, equipment, etc.
Then it is necessary to assess the company's reserves, its financial assets, receivables and payables. When evaluating the market value of the debt, it is necessary to take into account several factors: the date and cause of the occurrence, deadlines and prospects for repayment, the presence of penalties, etc.
If there are intangible assets, they should also be carefully examined because they can significantly increase the market value of the object. Therefore, all technological developments, licenses, patents, goodwill, etc. are necessarily evaluated.
In order to correctly appreciate the company, it is necessary to comprehensively analyze its financial situation. That is, it is necessary to study the company's business activity, financial stability, such parameters, such as liquidity and profitability. In addition to the economic analysis of the activity of the enterprise itself, it is necessary to do the same and relative to the situation in the region where the company works. The study of macroeconomic indicators, business prospects in this field will help correctly assess the cost of the enterprise.
So, the appraiser has 3 approaches and various methods for assessing the share in LLC. An experienced expert will be able to choose the right tools in order to most correctly calculate the real cost of the assessment object.
Request for free express assessment
The authorized capital is the amount that is initially invested by the owners when creating an enterprise, a company. In the process of entrepreneurial activity, its character and dimensions may change, the owners have the opportunity to sell, exchange, donation, gradually increase or reduce the existing fund.
However, all important operations carried out with the means must be competently decorated, in accordance with Russian legislation, and also necessarily assess the share of share capital of LLC, without which no operation is performed.
Modern limited liability companies are organizations with huge assets, and the internal cost often does not coincide with real numbers. In order to make the share of authorized capital as well as correctly and accurately, contact the professional team of the Guild of Independent Consultants.
| Price of services for assessing a share in LLC | Rubles | The term of preparation of the report, the slave.days |
| Micro-enterprise | 30 000 | 5-7 |
| Small business | 60 000 | 8-10 |
| Medium business | from 100,000 | 10-12 |
| Large enterprise | contractual | 15-20 |
- Delivery report free
- We offer discounts to regular customers, as well as an affiliate program
In order to send a QP request, write on or call or order.
The cost of examination depends on several factors:
- The goals for which the examination is required.
- Firm's activities.
- The volume and nature of the available assets.
When the assessment of the share of authorized capital of LLC
Today, the organization, such a format, have been greatly distributed in the territory of the Russian Federation, and therefore implemented sales transactions in which they are actively involved, are also in demand. Previously, they passed only with the participation of the two sides by the conclusion of a simple contract.
However, after 312-FZ came into force, the commission of such a transaction became possible only with the participation of the notary, which was the main reason for the mandatory status of the procedure for determining the cost of capital share. There are also other common reasons when an independent assessment is necessary:
- Sale of a share. In this case, the cost of the share of the participant who has decided to "specifically" with its cash or non-monetary assets is established. The report-expert assessment of a specialist, which automatically permits the relationship between the buyer's seller format, is compiled.
- Inheritance. If the property, capital passes by inheritance, the issue of determining the cost is also becoming relevant. The procedure does not differ from the above: A report is also drawn up, which is then provided with a notary for further registration of the inheritance and determining the amount of the state duty that the applicant must be paid.
- Lending, where the proportion performs the function of the mortgage property. If one of the owners of a limited liability company decided to lend, then the deposit can be part of the business. To determine the credit sum and the conditions for the provision of a loan, it is estimated in the prescribed manner.
- Care of one of the co-founders from the joint business. In this case, without a professional assessment procedure, it is not necessary to do. It will help choose the most effective further development strategy for Ltd.
- Reorganization of the enterprise. The assessment will also be needed at various reorganization activities, for example, the introduction of new participants in the headquarters, merger, the opening of subsidiaries, companies, the division of the enterprise, etc.
Discounts on the non-disconnect character
Methods for assessing the share of authorized capital LLC
LLC - structures with a complex organization that have enormous internal assets, starting with real estate, ending with intellectual property (it all depends on the specifics of the company). For this reason, the definition of real market value of Share It is necessary to approach comprehensively.
The most efficient use of three approaches that, with simultaneous implementation, make it possible to get a real, actual financial picture:
- Cost. The main purpose of this approach is to clarify, calculate the total value of all monetary and non-monetary assets, or what is the cost of the organization for the time interval. Relevant if all assets in the LLC are known to the buyer, and it is ready to pay only a real price without additional charges.
- Profitable. This is the most common approach in which the income is taken into account that the owner can get in the future. In this case, it is necessarily taken into account the view of investors awaiting the organization of high revenues, which affect the cost of the estimated object.
- Comparative. This approach involves the study of the modern market, where similar transactions are regularly performed. There is a comparison of such cases when sold, gave, inherited solo. in business. It is assumed to use the principle of substitution.
Stages of assessment of the share of authorized capital LLC
The process of assessing the share of the authorized capital of the organization, the company, the company requires a professional approach, will be carried out only by experienced specialists who take into account all the moments, nuances to give a guaranteed reliable result. Several major stages of this event are distinguished:
- Analysis of macroeconomic values, parameters of the region, where there is an enterprise with an estimated share, property, also a general economic condition for a given period of time.
- Studying the business activity of the organization, the definition of factors that have the greatest impact on its development in this professional direction.
- Establishing a discount on the control nature and liquidity of the share.
- The final coordination of the evaluation results.
What documents are needed
To conduct evaluation activities, the expert should have the necessary documents. The list of documentation that the customer must collect the following:
- Constituent documentation: Charter, certificate of assignment of OGRN, certificates, paper indicating all the shares of authorized capital and their owners, an extract from the register.
- Certificate of ownership of the property share that needs to be evaluated.
- Accounting reporting from 3 to 5 years.
- List of monetary and non-monetary assets that are on the balance sheet of the enterprise, company, etc.
- Reporting documentation on the issue of shares (if this process happened earlier).
- Income / loss reports.
- Real estate lease agreements (if any).
Order an assessment in the "Guild of Independent Consultants"
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Estimates (shares in the authorized capital of LLC)
1. General
1.1. A copy of the certificate of state registration of the enterprise, the company's charter, the list of founders with the share of each in the authorized capital.
1.2. Brief certificate of the enterprise (full name, details, enterprise history, main activities, development prospects, etc.) in arbitrary form.
4.3. To decrypt the article "Incredit Construction", specify the dates for the balance of each amount. Provide planned cost estimates, the degree of readiness, eliminating and technical documents.
4.4. Decipher the article "Long-term Financial Investments", indicating the date of the balance of the balance of each amount.
4.5. Conduct an article "Accounts receivable" according to counterparties: specify the dates of each amount of debt, alleged repayment dates, debt, overdue and unrealistic to recovery.
4.6. To decipher the article "Short-term financial investments", indicating the dates of formulation on the balance of each amount.
4.7. It is necessary to decipher other current assets (p. 270 balance), specify their composition and amount
4.8. Decipher the article "Long-term loans and loans." Specify numbers and dates of credit contracts. Provide copies of credit contracts or other documents characterizing the repayment of debt, repayment schedule.
4.9. Decipher Article "Short-term loans and loans". Specify numbers and dates of credit contracts. Provide copies of credit contracts or other documents characterizing the repayment of debt, repayment schedule.
4.10. Decipher the article "Credit Debt" according to counterparties: to indicate the date of the occurrence of each amount of debt, overdue debt.
5. Additional company data
5.1. The average number of personnel. Information about the organizational structure of society.
5.2. Information about the main suppliers and buyers (consumers).
5.3. Information is needed about whether there are securities on the exchange for market quotes as part of long-term and short-term financial investments. If there are no securities on the stock exchange as part of long-term and short-term financial investments, provide appropriate letters.
All documents (except PP. 1.4 and 1.5) must be provided on paper certified signature of the authorized person (CEO or Chief Accountant), the inscription "Copy of Verne" and the Printing of the Company.
Documents required for assessing the share in the authorized capital of LLC
Copies of constituent documents.
An accounting report for 3-5 years (including information about loss and profits of the organization).
Vedency OS enterprise.
Deciphering receivables and payables.
Estate lists inventory.
Information about all types of assets (including intangible, bill, promotions of other organizations, stocks, real estate, etc.)
Certificate of organizational structure and profile of the Company's activities.
If available - copies of rental agreements for real estate.
Financial documents for subsidiaries, if they are.
Due to the change in the legislation of the Russian Federation, the last time the assessment of the part in LLC or a limited liability company was relevant for renewal by selling sales or donation. Evaluate a share in the organization requires notaries to execute the contract and calculating the notary duty. In most cases, the societies in which the proportion is estimated to have zero or very minor net assets.
Estimate the share is necessary for the following purposes.
Improve the effectiveness of the current management of the company;
Evaluation for purchase and sale transactions;
Evaluation for the entry into the rights of inheritance;
Evaluation for the adoption of a reasonable investment decision;
Assessment in the restructuring of the enterprise;
Evaluation for the development of a business plan for the development of the company;
Evaluation to determine the collateral value of the share, for lending purposes.
The process of assessing the share of participation in a limited liability company is held in the following sequence: An analysis of the socio-economic situation in the region in which the object is rated, while the main macroeconomic indicators affecting the estimated business are being studied. Then a financial analysis of the activities of the enterprise is carried out. The main indicators of liquidity, profitability, financial stability, business activity of the enterprise are determined, the share of participation in which is estimated. The next step is to apply all traditional assessment approaches. After agreeing the results, in assessing the share of participation in the free circulation of the market, a discount on insufficient liquidity and the safety character of the estimated share is determined.
The list of documents in assessing the share corresponds to the list of documents for the assessment of a business with the exception of documents on the register of shareholders and share issuance
The cost and timing of the assessment are similar to the cost of business assessment and depend on the purpose of the assessment and size of the business of LLC
Draw your attention to!
Very often we are treated by customers who for some reason need a licensefor evaluation activities:
Federal Law on the licensing of certain types of activities N 128-FZ dated August 8, 2001 (as amended from 30.12.2008 N 309-FZ, with amended by Federal Law of July 18, 2009 No. 177-FZ)
Article 18. Transitional and concluding provisions (as amended by Federal Law of December 30, 2008 N 309-FZ).
§ 5.1. From July 1, 2006 terminated licensing The following specified in paragraph 1 of Article 17 of this federal law of activities:
evaluation activities;
Thus, all the requirements of various organs especially notaries will provide a license, and also notarized - not substantiated. Evaluation activity is not licensed.
At the present time, the regulation of evaluation activity is carried out by several other way:
Federal Law No. 135-FZ dated July 29, 1998 "On Evaluation Activities in the Russian Federation" in the current edition reads:
Article 4. Subjects of appraisal activities (as amended by Federal Law of 27.07.2006 N 157-FZ)
Subjects of appraisal activities recognize individuals who are members of one of the self-regulatory organizations of appraisers and the insured of their responsibility in accordance with the requirements of this Federal Law (hereinafter referred to as appraisers).