Contribution to the authorized capital of property documents. How to make authorized capital property

The authorized capital is a fixed documented amount of funds that the founders contribute when creating their organization. It forms minimal amount The assets of the legal entity that is necessary for him to fulfill its activities. This capital guarantees the interests of investors and lenders of the organization.

Contribution to property B. authorized capital Proceedings of societies with limited liability, joint stock companies. Moreover, such a fee can be paid for both material and intangible values.

Features of the contribution

Deposit to the authorized capital of property is carried out, both in the process of creating an organization and with an increase in its assets. At the same time, founders have the right to pay their share of their money, property, securities, as well as other rights that have a monetary assessment.

The legislation provides that such contributions do not participate in the formation of the base for income tax, as well as added value.

In the formation of authorized capital, accounting provides for different procedures for fixing such property. The easiest way to pay your share of participation in cash. When making material or intangible values \u200b\u200b(not money) A certain procedure is performed.

Contribution to the authorized capital of real estate, securities or other values \u200b\u200bis performed according to a specific scheme. At the first stage, the founder must confirm his rights. He must be the owner of the values \u200b\u200bthat he is going to transmit to the authorized capital. Next, the transfer of values \u200b\u200bis documented by signing a special acceptance and transmission act. You should also decide on the need to contact a third-party appraiser.

Property evaluation

According to a certain technology, it is contributed to the authorized capital of property. Assessment of non-monetary values \u200b\u200bis made by the expert from the outside. This approach is established by law. Evaluation (except cash) is made by an expert in any case, regardless of the size of the contribution. Previously, the law was acted if the share of the participant's contribution to the authorized capital is less than 20 thousand rubles, the owner can be done by determining the value independently. However, since 2014, this law was abolished.

If the organization resorts to the help of an independent appraiser, this specialist and a participant who conveys non-monetary property is carried within 3 years (from the date of registration of the organization) material responsibility. Moreover, it exceeds the cost of the contribution. This is necessary in order to independent appraiser did not overestim the cost of the participant's property. If the society subsequently has debts to creditors due to the incorrect procedure for making values, there will be responsible for such obligations, both the organization itself and the attracted expert.

At the residual value, the contribution is made. The authorized capital of property (VAT is not removed in this case) is replenished in accordance with the tax accounting of the participant. At the same time, additional costs associated with the transfer of property or rights are taken into account. They are defined as part of the contribution to the authorized capital.

Deduction VAT

As mentioned above, with a share of the Company's participants, property tax is not removed. The contribution to the authorized capital is not subject to VAT. However, in some cases it can be taken from the amount of valuables. For example, if such property will subsequently be used by the Organization in activities that VAT is subject to legislation. It restores the transmission side, but only if these amounts are allocated in the documentation.

At the same time, the invoice is not required. Only in the book of purchases of the organization registered the relevant transmission documents. Their copies should also be stored in the log of received invoices. Default of the tax amount is made after the adoption of values \u200b\u200bon the balance of the organization.

If the recovered tax was not actually paid by the participant of the Organization, the Company was not right to pay this amount. This is established by law and stops in court. Accepted to deduct the amount of VAT only if the persons who committed the contribution earlier gave them to recovery.

Restore VAT when making material and intangible values \u200b\u200bare not right individuals. They are initially not payers such a tax. Even if this amount is highlighted in documents in the transfer of property, society has no right to take them into account.

Instruction payment

If the participant wants to make a minimum contribution to the authorized capital of the Company, it can only do it in monetary form. This law is valid since 2014 in the territory of the Russian Federation. Additional contribution to the authorized capital of property can only be submitted if the participant has previously made a sum of 10 thousand rubles in the amount of 10 thousand rubles. At the same time, paying its share of participation is not necessarily intangible values. It will be enough only a cash contribution.

If the founders decided to make some share to the authorized capital of property, they must adhere to a specific instruction. At the first stage, the participants unanimously approve an assessment in monetary terms of values \u200b\u200bthat are transferred to the fund of their organization.

After that, an assessment is made by an independent expert of such property. After the specialist of his work attracted from the outside of his work should sign an act. It is drawn up according to the results of the assessment.

Data on the cost introduced in this way of shares is also reflected in the relevant documentation. If the founder is one, this information is indicated in the decision. For two or more participants, a contract and protocol is drawn up.

Next, the Company is registered. After signing the relevant documents, all participants must transfer the established number of values \u200b\u200bto the fund of their organization. At the same time, it is issued according to the established form of the act. The legislation is prohibited to contribute to the authorized fund of property that is in pledge, or borrowed funds of creditors, insurance companies, etc.

Accounting wiring

In a certain way, it is reflected in accounting to the authorized capital of property. Wirings, both for money and other values, use an account 75 and subaccount "Calculations with the founders".

In this case, the wiring in this case corresponds to the debt of participants in the debit of subaccount 75. So far, the participant of the society has repaid them, they are listed here. When the required share in the authorized capital is made, this amount will be reflected on the loan as rejected debt of the debtor. It will be equal to the established documented cost of deposits.

If society has limited liability, its fund must be paid when creating at least half. If the participants are formed a debt to make a set proportion, it is reflected in the accounting of the 75 account (debit) and 80 accounts (credit). Data on amounts are taken from the relevant signed documentation. The amount of 80 account corresponds to the number of capital sets, which is fixed when creating an organization.

At the same time, when paying the installed share money, the wiring will be simple. It reflects 50 bills (debit) and 75 accounts (credit). However, it is more difficult for the procedure for taking into account the non-monetary values, which the founder reports the organization.

Accounting of the transferred property

It is somewhat more complicated to reflect in accounting contribution to the authorized capital of property. Wirings in this case will be performed in accordance with the standard "Accounting of fixed assets".

At the same time, at the first stage, the compliance of the transmitted values \u200b\u200bis checked by the established characteristics of fixed assets. After that, the transferred property is put on the balance sheet. Regardless of its type, value in fixed assets are made at the initial cost. At the same time, the source of its receipt is taken into account.

The initial cost is formed on the basis of the results of an assessment of independent examination. It corresponds to their money price, which was approved by all participants in the organization. This also includes the costs that arise when registering rights, delivery and commissioning of this property.

In order to summarize the results of accounting for the adoption of fixed assets that the participant reports to the organization, the account "Investments into non-current assets" is applied in accounting (SC. 08). Therefore, it is with him that it will be subsequently a corresponding account 75. Postings do not make directly with the score of "fixed assets" (sch. 01).

Example of accounting postings

The contribution of the founder to the authorized capital of property should be properly displayed in accounting. To prevent errors, you should consider the entire procedure on specific example. For example, "Designer LLC" LLC has registered its authorized capital of 300 thousand rubles. The first founder paid its share by entering into a general fund of the car. An expert assessment conducted before the transfer of this property found that the market value of the car is 50 thousand rubles.

After signing the relevant documentation (the list was presented above) the accountant must correctly display this operation. The company displays information using previously represented postings. At the same time, the accountant makes the following wiring.

Debit 75 Credit 80. At the same time, the amount of 300 thousand rubles. It is reflected in accounting as a registered capital and at the same time debt of the participants of the organization.

After that, property as a contribution to the authorized capital (50 thousand rubles) should be displayed as part of fixed assets. Wiring is performed: Debit 01 Credit 08.

The actions presented are made on the basis of documents of the transfer of material values.

Contribution to joint stock company

The contribution to the authorized capital of property is not legally provided for joint-stock companies. However, there is no ban on the implementation of such a procedure. Therefore, the features of this process should be considered. If the shareholder is a legal entity, and he wants to enter the authorized capital of values \u200b\u200bin the form of non-monetary funds, some inconsistency arises.

Legislation provides that the giving of material values \u200b\u200bbetween commercial organizations There can be no existence. This applies even to maternal or subsidiaries. However, formally, the tax code allows a sealing of a property. There is no specificization, for which organizations it is possible.

Therefore, in some cases, the analogy of making material and intangible values \u200b\u200bis applied to joint-stock companies. Only some of the donation restrictions are established.

Shareholders may be interested in increasing the authorized capital of their company. At the same time, they expect the growth of net profit and dividend payments. However, the transfer of property in this case is considered to be free. Moreover, the cost of these values \u200b\u200bcan also be excluded from the taxable base. Such property during the year should not be transmitted to third parties.

If the property obtained by the joint-stock company for the formation of authorized capital is transferred to the lease, in a pledge or in another form, the taxation benefit will not be valid.

Payment share of the right to use property

Contribution to the authorized capital of LLC property can be carried out in a slightly different form. Cannot be transmitted not material values \u200b\u200bthemselves, but only the right to use them. For Ltd. this option is possible. However, with this method of payment, some difficulties are possible.

For example, a situation may happen when the right to use the property ends earlier than the founders were stipulated. In this case, the term of the lease agreement expires. It has been established that if such a situation has occurred, the participant who conveys the right to use property as paying his share, at the request of the founders is obliged to compensate for the loss in the form of cash making. The amount will be equal to the rental of the object of movable or real estate. Moreover, such money transfer is made under the same conditions that they were established initially before the expiration of the previously established period of use. However, the contribution of property to share capital is considered preferable.

Compensation is provided at the same time, but within a reasonable time. The repayment period is established from the date of presentation by the founders of its requirements. Participants can choose another way to provide compensation. This decision is fixed documented in the Protocol of the General Assembly. At the same time, the participant to which the requirements are nominated is not involved in the voting.

Proof of payment

The contribution of property to the authorized capital, which the founders produce must be documented. Such information is stored in the created organization.

However, each participant should also receive documents in the hands confirming its share in the General Fund of the Organization. They must be correctly decorated. This is evidence of property or rights to use the participants of the organization.

First of all, the founder must receive an extract from the settlement account of the organization, as well as copies of payment documents, the act of receiving material or intangible values. Also, each participant of the Company must own the position of the Charter. It indicates the fact of full payment of the authorized capital.

At the same time, the balance sheet should not be information about the incomplete payment of the authorized Fund of LLC. Also, evidence of the participant of his share is to obtain a receipt for the cash receipt order.

Having considered, which is the contribution of property to the authorized capital, as well as the procedure for its introduction, it is possible to understand the mechanism for conducting such an operation for various organizations.

In the authorized capital of the company, not only money can be made, but also any other property. The reflection of this operation in accounting and tax accounting from the transmitting and receiving parties has a number of features.

Love Demidenko
Auditor

The legislation of the Russian Federation provides for the possibility of making a contribution to the authorized capital of the economic society (joint-stock company or a limited liability company) in the form of a property with a monetary assessment (Article 66 of the Civil Code of the Russian Federation, Article 9, 34 Federal Law from 26.12.95 No. 208-FZ "On Joint-Stock Companies", Art. 15 of the Federal Law of 08.02.98 No. 14-FZ "On Societies with Limited Liability").

With a contribution to the authorized capital of property and non-property (non-monetary) deposits required:

• determining the right to use property, securities, capital investments transferred as a contribution to the authorized capital of the Company;

• The definition of monetary compensation for the property made in the account of the contribution to the authorized capital, according to which the right to use (for example, a lease agreement) and the need to return to the initial owner;

documenting contributions of participants to the authorized capital of the Company;

• Expert evaluation of objects made to pay for the participant's share (in some cases).

The monetary assessment of the property introduced in the payment of shares in establishing JSC or shares (deposits) to the authorized capital of LLC is carried out by agreement between the founders. This decision should be made by the founders unanimously. For example, such an assessment may be indicated in the constituent contract between participants in the LLC. When paying for additional shares by non-monetary funds, the monetary assessment of the property made to pay for JSC shares is made by the Board of Directors (Supervisory Board) of the Company.

You can make fundamental funds, goods, materials, securities, etc. In this case, the Company's charter may contain restrictions on the types of property, which can be paid by AO shares or contribution to the authorized capital of LLC.

To determine the market value of the property being introduced to payment should be attracted by an independent appraiser. The value of the monetary assessment of the property produced by the founders of the Company and the Board of Directors (Supervisory Board) of the Company cannot be higher than the value of the assessment produced by an independent appraiser (clause 3 of Article 34 of Law No. 208-FZ).

An independent appraiser is also attracted to assess the property introduced into the authorized capital of LLC. This happens if the nominal value of the share of the Company's participant in authorized capital Ltd. paid by a non-monetary contribution is more than 200 minimum wages (Article 15 of Law No. 14-FZ).

Accounting from the transmission side

The contribution to the authorized (share) capital in the form of property is the financial investment of the organization (paragraph 3 of PBU 19/02 "Accounting of Financial investments"; approved by the order of the Ministry of Finance of Russia from 10.12.02 No. 126n). To reflect the contribution to the authorized capital by the instructions for the application of an accounting account plan for financial and economic activities of organizations (approved by the Order of the Ministry of Finance of Russia of 31.10.2000 No. 94n) there is an account 58 "Financial Investments" subaccount 1 "PAI and stock". Accounting for preliminary expenses for the acquisition of financial investments The organization may reflect on a separate subsecuit "Preliminary accounting costs for the acquisition of financial investments", for example, 58-5.

The disposal of assets as deposits into statutory (share) capital of other organizations is not recognized by its expenses (paragraph 3 of PBU 10/99 "Organization's expenses"; approved by the order of the Ministry of Finance of Russia from 06.05.99 No. 33N). Based on this, payment of the contribution to the authorized capital of non-monetary funds in the accounting of the investor is accompanied by the following entries:

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

- Written balance (residual) cost of property;

Debit 91-2 Credit 76, 97, etc.

- taken into account the costs associated with the transfer of property;

Debit 58-1 Credit 58-5

- reflected contribution to the authorized capital.

The initial value of the contribution

The initial value of financial investments made in the account of the contribution to the authorized (share) capital is recognized by their monetary assessment, coordinated by the founders (paragraph 12 of PBU 19/02). Note that the Regulation on accounting and accounting reports in Russian Federation (approved by the order of the Ministry of Finance of Russia from 29.07.98 No. 34N) prescribes to accept financial investments in accounting in the amount of actual costs for the investor (paragraph 44 of the Provision).

The opinion on the emerging collision in regulatory documents on accounting of the Ministry of Finance of Russia expressed in a letter from 08.23.01 No. 16-00-12 / 15. At the view of the Office, the Regulation on accounting and accounting provisions are regulatory acts of one hierarchical level in the system of legal acts of the Russian Federation. Therefore, the act that entered into force later has a priority before the previously adopted document. Based on what, preference in our case should be given PBU 19/02.

With the opinion of the Ministry of Finance of Russia, it would be quite possible to agree if it were not paragraph 3 of the Regulations on accounting. It is established that accounting provisions are developed and approved by the Office on the basis of the Act on Accounting and Regulations on the conduct of accounting and accounting reports in the Russian Federation. This ministry, in our opinion, slightly raised the level of accounting for accounting in the hierarchy of regulatory acts compared to PBU. And I would still be correct, arguing the new regulatory documentSimultaneously make appropriate changes in previously accepted.

Deposit into share capital is not a gratuitous transfer of deposit property. In exchange (in payment of this property), the contributing side receives a certain amount of property rights consisting primarily in 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 the liquidation of society. The conclusion about the unsuitable nature of the contribution to the authorized capital, it would seem that the obvious from the moment of the introduction of part of the first CC of the Russian Federation (January 1, 1995) was forced to confirm the Presidium of Russia (RESOLUTION of 08.08.2000 No. 1248/00). Property rights (rights to society), which pays an investor, making a contribution to the authorized capital, according to civil laws, are a full type of property (Article 128 of the Civil Code of the Russian Federation). Thus, both sides are an investor, and the investment contribution that receives an investment fee is to fulfill their obligations under this transaction in non-monetary form. The procedure for assessing the income received by such transactions ("under contracts providing for the fulfillment of obligations (payment) by non-monetary means"), including in connection with the participation in the authorized capital of other organizations, clause 6.3 of PBU 9/99. According to this item, the value of the receipt and (or) receivables under contracts providing for the fulfillment of obligations (payment) by non-monetary funds is made to accounting on the cost of goods (values) obtained or subject to the organization. The cost of goods (values) obtained or to be obtained by the Organization is established on the basis of the price, in comparable circumstances, the organization usually determines the cost of similar goods (values).

If you apply the established PBU 9/99 to estimate the value of the property (shares) obtained as a result of their non-monetary funds, the cost of shares or value of the relevant receivables will be determined ordinary price Acquisition of shares on the market at the time of the establishment of the Company. This price is equal to the "placement" of shares established by the society, in the general case of identical nominal value. In relation to financial investments, the "amount of actual costs for the investor" will be equal in this case, not traditionally understood the cost of acquisition (residual value) of property transferred to the payment of the contribution to the authorized capital, and the amount of funds necessary to acquire this contribution on the market. Consequently, the assessment of income in the form of the value of the property received in no way depends on the value of the departing property.

Thus, a situation is possible when the assessment of property agreed by the founders will not coincide with the carrying value of the transferred property according to the accounting part of the transmitting party. In this regard, the question of the reflection of these estimates in accounting and, therefore, the possibility of appearing in it financial results From the operation of the deposit (payment) of the contribution to the authorized capital of non-monetary means.

If the assessment of the property transmitted to the authorized capital differs from its carrying (residual) value, then a positive or negative balance is formed as a result of this economic operations in accounting as a result of this economic operation. Economic essence This financial result is to obtain a greater (smaller) volume of property rights compared to the value of the property made. In order to accounts, the considered income (consumption) of the Ministry of Finance of Russia proposes to qualify as an operational related to participation in the statutory deposits of organizations (letters of the Ministry of Finance of Russia from 12.10.2000 No. 04-02-05 / 1, from 03/23/2001 No. 04-02-05 / 1/61, etc.).

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

Option 1. Debt on the constituent fee of the organization - 200,000 rubles.

In accounting, the write-off of the object in the account of debt repayment on the constituent contribution is reflected as follows:

Debit 01 subaccount "Disposal of fixed assets" Credit 01

- 350 000 rubles. - written off the initial cost of the transmitted object;

Debit 02 Credit 01 Subaccounts "Disposal of fixed assets"

- 50 000 rubles. - the amount of accrued depreciation is written off;

- 200,000 rubles. - reflected the cost of the object introduced into the authorized capital in the assessment under constituent documents;

Debit 58-1 Credit 58-5

- 200,000 rubles. - reflected contribution to the authorized capital.

Debit 91-2 Credit 01 subaccount "Disposal of fixed assets"

- 100 000 rubles. - the operating consumption on the object being introduced into the authorized capital is reflected;

Debit 91-2 Credit 76

- 20 000 rubles. - reflects the costs of dismantling the object;

The loss from the disposal of the object is 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 Z.allegations of the organization for the founding contribution - 500,000 rubles.

When reflected in accounting, the operations for making an object in the account of repayment of wiring debt to write off the initial value of the object, the amount of depreciation and the disassembly expenditures given in version 1 remain (do not repeat them). The remaining records will undergo changes:

Debit 58-5 Credit 01 Subaccounts "Disposal of fixed assets"

- 300 000 rubles. - reflects the residual value of the object being introduced into the authorized capital;

Debit 58-5 Credit 91-1

- 200,000 rubles. - the operating income on the object introduced into the authorized capital is reflected;

Debit 58-1 Credit 58-5

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

The result from the 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.

The moment of deposit accounting

The date and document, on the basis of which the contribution to the authorized capital should be made to account as a financial investment, depend primarily on the type of economic company.

When contributing to the authorized capital of LLC Date and the document, on the basis of which the financial investment is put on account, depends on the contribution situation.

If society is established, this moment will be the date of state registration in the manner prescribed by the Federal Law on State Registration of Legal Entities (clause 3 of Article 2 of Law No. 14-FZ).

With an increase in the authorized capital due to the additional contributions of its participants and the contributions of third parties accepted into society, it is the day of state registration of relevant changes in the constituent documents of the Company by the authority state registration legal entities (paragraph 1, 2, Art. 19 of Law No. 14-FZ).

If the share of the participant is acquired, then in accounting, the financial investment is recorded at the time of the written notice of the Company about the proprusion of the share (part of the share) in the authorized capital of the Company with the provision of evidence of such a concession (clause 6 of Article 21 of Law No. 14-FZ) .

The date and document, on the basis of which the financial investment is made on the payment of the property of the Company's shares, depend on how they are issued: documentary or uncertified.

With 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 the acquisition on the personal account of the acquirer in the share register of shareholders.

If the shares are issued in a non-documentary form, then financial investments are accepted at the time of making a receipt or by the depot of the acquirer (in case of accounting of rights to securities The person who carries out depository activities) or on the personal account of the acquirer in the event of accounting of rights to securities in the registry system based on the appropriate account (Article 28, 29 of the Federal Law of 22.04.96 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 budget on VAT depends on the fact that this property was previously acquired: on investment purposes (i.e., directly to transfer it as a contribution to the share capital or in shares) Or for other operations recognized by VAT taxation objects.

As is known, the operations on the transfer of property to the authorized capital of economic societies and partnerships are not recognized by the sale of goods (works, services) (sub. 4 of paragraph 3 of Art. 39 of the Tax Code of the Russian Federation). Based on this, this operation is not recognized as an inclusion of VAT (sub. 1 p. 2 of article 146 of the Tax Code of the Russian Federation). Amounts of VAT filed by the Buyer when purchasing goods (works, services), including fundamental means and intangible assets, are taken into account in their value if they acquire them for the production and (or) implementation of goods (works, services), implementation operations ( Transfer) which are not recognized by the sale of goods (works, services) in accordance with paragraph 2 of Article 146 of the Tax Code of the Russian Federation (sub. 4 p. 2 of Art. 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 value.

By purchasing property for operations taxable VAT, the amount of tax paid by the Buyer at the time of its acquisition is made to deduct when performing the relevant conditions defined by Articles 171 and 172 of the Tax Code of the Russian Federation, namely: the presence of invoice, documents confirming the payment of taxes, and the adoption of property for accounting. The deductions to the amount of tax filed by the taxpayer in the acquisition of fixed assets and intangible assets are made in full after taking them to account.

If the taxpayer accepted the tax deduction of VAT, paid by the provider, by goods (work, services) used for operations for the production and sale of goods (works, services) not subject to VAT taxation, the corresponding tax amounts are subject to restoration and pay to the budget (P. 3 of Art. 170 Tax Code of the Russian Federation).

Earlier, the tax authorities, based on this norm, obliges taxpayers to restore VAT on property transmitted to the authorized capital in the tax period, in which the transfer was carried out, in terms of its cost not included through depreciation to the costs of production and (or) of the sale of goods (works , services) or non-development costs taken into account in determining the income tax (clause 3.3.3 of the methodological recommendations for the application of chapter 21 "Tax of value added" of the Tax Code of the Russian Federation; approved by the Order of the Ministry of Internal Affairs of Russia of 20.12.2000 No. BG-3-03 / 447). However, the order of the Ministry of EMERCY of Russia from 11.03.04 No. BG-3-03 / 190 This "Wish" was excluded.

It is possible that the change in their position was influenced by the decision of the Presidium of Russia from 11/11/03 No. 7473/03. The requirements of the tax authorities on the detachment of VAT in a similar situation were recognized as illegal, since the tax legislation does not comply with the requirements for the subsequent reimbursement of the tax amount adopted by the deposit of fixed assets after transferring them to the authorized capital of another economic company.

Based on the foregoing, the organization must independently decide on the restoration of the amount of previously credited VAT. In case the organization still decides to restore VAT, then in accounting this is reflected by the wiring:

Debit 19 Credit 68 Subaccounts "Calculations on VAT"

- VAT is restored according to the transferred property.

Restored from the budget The amount of VAT, according to the author, should increase the cost of the actual cost of acquiring a share in the authorized capital:

Debit 91-2 Credit 19

- Reflects the amount of recovered VAT.

profit Tax

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

I do not recognize the profit (loss) of the shareholder's taxpayer (participant, shareholder) The difference between the value made as payment of the property, property rights and the nominal value of the acquired shares (shares, shares) of sub 1 p. 1 of Art. 277 NK RF). Therefore, the profit (loss) reflected in the accounting record (loss), which was submitted to the authorized capital, is not taken into account when calculating income tax.

The cost of the acquired shares (fractions, shares) for tax purposes is recognized as equal to the value (residual value) of the property (property rights), determined by tax accounting on the date of the transition of ownership of the specified property (property rights), taking into account additional expenses that for Tax purposes are recognized as the transmitting side with such a contribution (paragraph 1 of Art. 277 of the Tax Code of the Russian Federation). Additional costs can be the cost of dismantling, transportation of property, etc., as well as the reduced value of VAT (if such).

Thus, the cost of shares (shares, shares), reflected in accounting on the assessment agreed by the founders, may not coincide with the value of the same shares (shares, shares), taken into account in tax accounting for the residual value of the property being introduced into the authorized capital, taking into account additional expenses arising from the transmitting side when applying to share capital.

In the event of the further implementation of these shares (shares, shares), in order to calculate the income tax in revenge, consumption will be taken in the amount of the residual value of the property transferred to the payment (shares) of the property.

Example 2. Consider tax consequences The transfer of the object of fixed assets using the data of Example 1, suggesting that the cost of the transmitted object on accounting coincides with its residual value in tax accounting.

Option 1. In the tax accounting register, in which the organization - an investor keeps accounting acquired shares (shares, shares), the cost 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 introduced as a payment of the facility - a loss of 120,000 rubles. (200 000 - 320 000) is not taken into account in costs when calculating income tax in the current reporting (tax) period.

If in the future this share is realized according to the value established by the founders of 200,000 rubles, then when calculating the income tax, the aforementioned loss is taken into account 120,000 rubles.

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

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

With further in the implementation of this share according to the established founders of the value of 500,000 rubles. When calculating the income tax in income, the aforementioned profit of 180,000 rubles is taken into account.

Assume that the value of property in tax accounting is zeroThe tax taking into account when calculating the income tax will change.

Option 1. In the register of tax accounting, the value of the share in the authorized capital is made - 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 value introduced as a payment of the facility - profits in the amount of 180,000 rubles. (200 000 - 20 000) is not taken into account as part of income when calculating income tax in the current reporting (tax) period.

With further when implementing this share according to the established founders of the cost of 200,000 rubles. When calculating the income tax, the amount obtained above is 180,000 rubles. (profit).

Option 2.. The cost of the 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 value introduced as a payment of the facility - profits 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.

With the further implementation of this share in the cost of 500,000 rubles. When calculating income tax in income, the above profits of 480,000 rubles will be taken into account.

____________________________

End of Example 2.

When transferring securities to authorized (share) capital, the shareholder's tax base is established according to the peculiarities of determining the tax base for income received during the transfer of property to the authorized (share) capital (fund) of the organization, which are defined by Article 277 of the Tax Code of the Russian Federation. This article has been established that when placing issued shares (shares, benefits) is not recognized by the profit (loss) of the taxpayer - shareholder (participant, shareholder) The difference between the value made as payment of property, property rights and the nominal value of the acquired shares (shares, feud).

When transferring property to the authorized capital, the contribution of the transmitting side is estimated at the cost of property taken into account in the tax accounting of the transmitting party. If securities are transmitted, then their cost is defined as the purchase price, increased on the costs associated with the acquisition of securities, that is, without taking into account the value assessment of the valuable capital of securities implemented by an independent appraiser and coordinated with other participants of the established organization. Note that when transferring to the authorized capital of securities, the provisions of Article 280 of the Tax Code of the Russian Federation are not applied.

Differences in the reflection of the operation on the authorized capital of the contribution in the form of property in accounting and tax accounts Consider organizations to address the standards of PBU 18/02 "Accounting for income tax calculations" (approved by the Order of the Ministry of Finance of Russia dated November 19, 2002 No. 114n).

Non-recognition for the purpose of taxation of profits (loss) associated with the appearance of the difference between the estimated value of the property when it is submitted to the authorized (share) capital of another organization and the cost at which this property is reflected in the balance sheet in the transmitting party leads to permanent differences if In the future, the sale of the action (shares, feud) is not provided. In this case, accounting must accrue a constant tax obligation (p. 4 and 7 of PBU 18/02). Since the magnitude of constant differences can take both positive and negative values, the "derivative" of them will also be the same sign.

Of course, it would be more logical with a negative value of a constant tax obligation to use the concept of a "permanent tax asset". But, unfortunately, the developers of PBUs 18/02 were without him, although in the Recommended form No. 2 "Report on Profit and Loss" (Order of the Ministry of Finance of Russia of July 22, 2002 No. 67n) This term is used.

The accrual of the positive value of the constant tax liability is accompanied by wiring:

Debit 99 subaccount "Constant Tax Communication" Credit 68 Subaccounts "Calculations for Profit Tax"

- Accrued constant tax liability.

With the negative magnitude of the constant tax liability (permanent tax assets), reverse wiring is made:

Debit 68 subaccount "Calculations for income tax" Credit 99 Subaccounts "Permanent Tax Obligation"

- Accrued negative constant tax liability (permanent tax asset).

If the organization contributes to the authorized capital in order to further implement the shares (shares, feud), then the aforementioned differences in accounting and tax accounting form temporary differences. Profit (loss) associated with the emergence of the difference between the estimated value of the property when it was submitted to the authorized (share) capital of another organization and the cost at which this property is reflected in the balance sheet at the transmitting party, in the tax accounting in the current reporting (tax) period It is accounted for, but is taken into account later in the reporting (tax) period, when the implementation of the action (shares, feud) occurs. At the same time, depending on the relationship between the estimated value of the property and the cost, on which this property is reflected in the balance sheet, they may occur as subtracted temporary differences and taxable. Each of them obliges the organization to accrue:

• deferred tax asset - with a temporary difference submitted;

• Deferred tax liability - with a taxable temporary difference.

Their accrual is accompanied by records:

Debit 09 Credit 68 subaccount "Calculations for income tax"

- accrued deferred tax asset;

Debit 68 subaccount "Calculations on income tax" Credit 77

- accrued deferred tax liability.

When implementing stocks (shares, shares), reverse records are made:

Debit 68 subaccount "Calculations on income tax" Credit 09

- the deferred tax asset is written off;

Debit 77 Credit 68 subaccount "Calculations for income tax"

- written off the deferred tax liability.

Accounting from the receiving party

According to the accounting accounts plan, the receipt of deposits in the form of facilities of fixed assets, intangible assets, material values, securities is reflected by the records:

Debit 08, 10, 58 Credit 75 "Calculations with founders".

- reflected contributions by the founders of deposits in non-monetary form.

The objects of assets made in the account of contributions to the authorized capital of the organization are estimated at the cost of its founders (participants), taking into account the actual costs of the organization for their delivery and bringing to a state suitable for use (paragraph 8, 11 of PBU 5/01, p. 9, 12 PBU 6/01, p. 9 PBU 14/2000, p. 12 PBU 19/02).

At the expense of the contribution of fixed assets, depreciation is charged in the general order, starting from the 1st day of the month following the month of adoption of this facility to accounting, during the period useful use The object defined in the adoption of an object to accounting (17, 20, 21 PBU 6/01) with its expenses on the costs of ordinary activities or other things.

The cost of the property obtained may not be equal to the value of shares (shares, feud) of the Company. The obligation to calculate the tax does not arise both in relation to the value of the property obtained, equal to the contribution and in the amount of exceeding the value of property over the contribution (emission income). Since when calculating the tax base for income tax income in the form of property, property or non-property rights, which have been obtained in the form of contributions (contributions) in the authorized (share) capital (fund) of the organization (including income in the form of exceeding the placement price Shares (shares) above their nominal value (initial size)) are not taken into account (sub. 3 of paragraph 1 of Art. 251 of the Tax Code of the Russian Federation). The issuer's taxpayer is not recognized as a profit (loss) the difference between the nominal value of the placed shares (shares, shares) and the value of the property obtained (including cash), property rights, when placing the taxpayer issued by the shares (shares, feud) (sub. 1 . 1 Art. 277 of the Tax Code of the Russian Federation).

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

The Tax Code of the Russian Federation does not contain the norms determining at what value of this property should be taken into account in the tax accounting from the receiving party. Tax authorities their vision on this issue was outlined in Methodical recommendations For the application of chapter 25 "Tax on the profit of organizations" of the Tax Code of the Russian Federation (approved by the order of the Ministry of Internal Affairs of Russia of December 20, 2002 No. BG-3-02 / 729). Thus, in Section 5.3, it is said that the fixed assets obtained in the form of a contribution (contribution) to the authorized capital of the organization, for tax purposes, are taken from the residual value of the funds received as a contribution to the authorized capital of the object of fixed assets, which is determined according to tax accounting data from the transmittee . In the section 7.2.7, recommendations are indicated that when transferring property to the authorized capital, the contribution of the transmission side is estimated at the cost of the property taken into account in the tax accounting of the transmittee. In the same assessment, property is taken into account in the tax accounting from the receiving party, the value of which must be confirmed documented. Before the release of methodological explanations, the opinion of the tax authorities was somewhat different. The initial value of the fixed assets made in the account of the contribution to the authorized capital of the organization, their monetary assessment was recognized by the founders (participants).

According to the author, the tax value of the property obtained as a contribution to the authorized capital of the property should be the T) of the tax value of this property at the transmitting party. As an rationale for this output, you can offer the following. In subparagraph 2 of paragraph 1 of Article 277 of the Tax Code of the Russian Federation, it is indicated that the cost of acquired shares (shares, benefits) is recognized for the tax purposes (the residual value) of the supposed property (property rights), determined by tax accounting on the date of the transfer of ownership of the specified property (property rights). However, this rule directly concerns the transmitting party. But if the tax value of the shares is estimated on the basis of the tax value of the transferred property in the transmitting party, it can be assumed that the tax value of the same property from the receiving side should be the same. Therefore, receiving property as a contribution of the organization is desirable to request a certificate from the transmitting part of its tax value.

Nevertheless, given that all the faint doubts, contradictions and ambiguities of acts of law on taxes and fees are interpreted in favor of the taxpayer (paragraph 7 of Art. 3 of the Tax Code of the Russian Federation), the organization has the right to independently decide on evaluating tax accounting of the property: according to the agreed The founders or by the tax residual value of the property determined at the time of its transfer to the authorized capital of the transmitting parties.

If the organization has the cost of the property received in the payment of the contribution of property in tax accounting, it will not coincide with its value in accounting, then when applied as the contribution of the depreciable property - monthly, in foreign property - a permanent difference will arise at the time of his write-off. And they, as mentioned above, will oblige the organization to charge a constant tax liability. And this in turn will entail the use of the above wiring:

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

The authorized capital represents a certain amount of funds invested by the founders of the enterprise at the time of its creation. This is the minimum amount of property for making statutory activities. Minimum size Capital is established by law. The authorized capital, among other things, characterizes the property of all founders, which, in the event of an exit from the composition of the owners, may require return the resulting share in cash.

In the process economic activity The size of the authorized capital may well change - increase or decrease. All changes are recorded in constituent documents on mandatory.

About the shares of authorized capital

If the number of founders of the organization is more than one, then all the authorized capital is divided into shares determined as percent or fraction. The actual value of the share of participants is proportional to the shares of the value of net assets. For example, if the participant's share is 20%, and the value of the assets is 100 thousand rubles, the cost of the participant's share is 20 thousand rubles.

The decision to increase the authorized capital can be made due to insufficient number. current means, license requirements or entry of new participants, also contributing. But such an increase in the authorized capital is not allowed in all cases.

The increase is made at the expense of the following means:

property Organizations,
by making "old" participants of additional funds,
by making funds with new participants.

In the event of an increase in capital due to the contributions of all participants in the organization, the decision to make this at the General Meeting. The protocol introduces the total amount of the contribution, as well as the ratio of amounts due to the increase in the share of participants.

If the contribution is made from a third party who wants to become a member of the Company, then it first examines the application for its entry into society, as well as on making a contribution with all the detailed concomitant information. 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 with the relevant state body as a change in constituent documents. Joint-stock companies are also required to release an additional stake in this case.

On the introduction of property

As a rule, the authorized capital of an institutional enterprise is supported using a cumulative bank account. But, as you can see above, you can add it to 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 to which will be included:

regulations on the authorized capital,
act on the transfer of property on the balance of the enterprise,
protocol assessing property.

On the procedure for making a contribution to share capital

First of all, the property to be submitted to the authorized capital must be appreciated. Makes this procedure Board of Directors (in the case of Joint Stock Company) Together with an independent appraiser attracted. Moreover, the price is higher than the price, it is not entitled.

In the case of a limited liability company (LLC), the cost of the minimum permissible authorized capital is ten thousand rubles.

There is no need to make the full amount when institution. It is enough to make five thousand, and then, during the year remaining funds.

If the founder is in a single face, it is enough for its sole solution in drawing up a protocol on property value. If the estimated cost is more than twenty thousand rubles, then before making the authorized capital of property, the latter is already assessed with the invitation of a professional appraiser.

Samples of all necessary documents - Model, but can be adjusted for their own needs and in coordination with lawyers.

Legal requirements

Property is transferred to the balance of the established enterprise with the preparation of an act of transmission. He is signed by each of the founders.

The prerequisite is to introduce into the relevant sections of the Charter and the Constituent Treaty (with the number of founders more than one) the very possibility of making share capital by property. As well as limitations by type of property.

Accomplished in authorized capital property Contribution It is not by law to free transmission. The contributor (investor) receives the right to receive a certain part of profits earned by society, as well as some part of the property in the event of liquidation.

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