The statutory fund is a documented amount of funds that the founders contribute when their organization is created. It forms minimal amount assets of a legal entity that are necessary for it to carry out its activities. Also, this capital guarantees the interests of investors and creditors of the organization.

Contribution of property to authorized capital are produced by the founders of companies with limited liability, joint stock companies. Moreover, such a fee can be paid, both tangible and intangible values.

Features of the contribution

The contribution to the authorized capital of the property is made, both in the process of creating an organization, and when increasing its assets. At the same time, the founders have the right to pay for their share of participation with their money, property, securities, as well as other rights that have a monetary value.

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

When forming the authorized capital, accounting provides for different procedures for fixing such property. The easiest way is to pay for your share of participation in cash. When introducing tangible or intangible values ​​(not Money) a certain procedure is performed.

Contribution to the authorized capital with real estate, securities or other valuables is carried out according to a certain scheme. At the first stage, the founder must confirm his rights. He must be the owner of the values ​​that he is going to transfer to the authorized capital. Further, the transfer of values ​​is documented by signing a special acceptance certificate. You should also decide on the need to seek the help of a third-party appraiser.

Property appraisal

According to a certain technology, a contribution to the authorized capital is made by property. The assessment of non-monetary values ​​is carried out by a specialist attracted from outside. This approach is established by law. The assessment (except for funds) is made by an expert in any case, regardless of the size of the contribution. Previously, the law was in force, if the share of the participant's contribution to the authorized capital is less than 20 thousand rubles, the owner can determine the value independently. However, since 2014, this law has been canceled.

If the organization resorts to the help of an independent appraiser, this specialist and the participant who transfers the non-monetary property are financially liable for 3 years (from the date of registration of the organization). Moreover, it exceeds the value of the deposit. This is necessary so that the independent appraiser does not overstate the value of the participant's property. If the company subsequently has debts to creditors due to an incorrect procedure for depositing values, both the organization itself and the involved expert will be responsible for such obligations.

The deposit is accepted at the residual value. The authorized capital with property (VAT is not withdrawn in this case) is replenished in accordance with the tax accounting of the participant. This takes into account the additional costs associated with the transfer of property or rights. They are defined as part of the contribution to the share capital.

VAT deduction

As already mentioned above, property tax is not removed when shares are contributed by the company's participants. The contribution to the authorized capital is not subject to VAT. However, in some cases, it can be subtracted from the amount of the deposited values. For example, if such property will subsequently be used by an organization in activities that are subject to VAT by law. It is restored by the transmitting party, but only if these amounts are allocated in the documentation.

In this case, an invoice is not required. Only in the purchase book of the organization are the corresponding transfer documents registered. Copies of them should also be kept in the journal of invoices received. The deduction of the tax amount is made after the values ​​\ u200b \ u200bare accepted on the balance sheet of the organization.

If the restored tax was not actually paid by a member of the organization, the company has no right to pay this amount. This is established by law and is suppressed in court. VAT is accepted for deduction only if the persons who made the deposit previously legally accepted them for restoration.

They are not entitled to recover VAT upon payment of tangible and intangible values. individuals... They are not originally payers of this tax. Even if this amount is allocated in the documents when transferring property, the company has no right to take them into account.

Payment instructions

If a participant wishes to make a minimum contribution to the authorized capital of the company, he can do this only in monetary form... This law has been in effect since 2014 on the territory of the Russian Federation. An additional contribution to the authorized capital of the property can be made only if the participant has previously contributed a sum of 10 thousand rubles. At the same time, it is not necessary to pay your share of participation with intangible values. Only a cash contribution will be enough.

If the founders decide to contribute a certain share in the authorized capital with property, they must adhere to certain instructions. At the first stage, the participants unanimously approve the monetary value of the values ​​that are transferred to the fund of their organization.

After that, the property is assessed by an independent expert. After a specialist engaged from outside has carried out his work, the members of the company must sign an act. It is compiled based on the results of the assessment.

Data on the value of the share contributed in this way are also reflected in the relevant documentation. If there is only one founder, this information is indicated in the decision. For two or more participants, an agreement and protocol are drawn up.

Then the company is registered. After signing the relevant documents, all participants must transfer a set amount of valuables to the fund of their organization. In this case, an act is drawn up in the prescribed form. The legislation prohibits the contribution to the authorized capital of property that is pledged, or borrowed funds from creditors, insurance companies, etc.

Accounting entries

The contribution to the authorized capital by the property is reflected in the accounting in a certain way. Transactions, both for money and other valuables, use account 75 and the "Settlements with founders" subaccount.

In this case, the entries correspond to the debts of the participants on the debit of subaccount 75. Until the member of the company has paid them off, they are listed exactly here. When the required share in the authorized capital is paid, this amount will be reflected in the loan as repaid debt of the debtor. It will be equal to the documented residual value of deposits.

If a society has limited liability, its foundation must be paid at least in half upon creation. If the participants have a debt to pay the specified share, it is reflected in the accounting by posting to account 75 (Debit) and account 80 (Credit). The data on the amounts is taken from the corresponding signed documentation. The amount of 80 accounts corresponds to the amount of capital established for the contribution, which is fixed when the organization is created.

At the same time, when paying for the set share in money, the posting will be simple. It is reflected on account 50 (Debit) and account 75 (Credit). However, the procedure for accounting for non-monetary values ​​that the founder transfers to the organization is more complicated.

Accounting for transferred property

It is somewhat more difficult to reflect in accounting the contribution to the authorized capital of the property. In this case, postings will be made in accordance with the "Asset Accounting" standard.

At the same time, at the first stage, the correspondence of the transferred values ​​to the established characteristics of fixed assets is checked. After that, the transferred property is put on the balance sheet. Regardless of its type, values ​​in fixed assets are entered at historical cost. This takes into account the source of its receipt.

The initial cost is formed based on the results of an independent expert appraisal. It corresponds to their monetary value, which was approved by all members of the organization. This also includes the costs that arise during the registration of rights, delivery and commissioning of this property.

To summarize the results of accounting for the costs of accepting fixed assets that the participant transfers to the organization, the account "Investments in non-current assets" (sc. 08) is used in accounting. Therefore, it is with him that account 75 will subsequently correspond. Postings are not made directly with the account "Fixed assets" (account 01).

Example of accounting entries

The founder's contribution to the authorized capital of the property must be correctly displayed in the accounting records. To avoid mistakes, you should consider the entire procedure for specific example... For example, OOO Konstruktor registered its authorized capital in the amount of 300 thousand rubles. The first founder paid for his share by contributing to the general fund of the car. An expert assessment carried out before the transfer of this property established 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 firm displays the information using the postings presented earlier. In this case, the accountant makes the following entries.

Debit 75 Credit 80. In this case, the amount of 300 thousand rubles. reflected in the accounting as the registered capital and at the same time the debt of the participants of the organization.

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

The presented actions are carried out on the basis of documents for the transfer of material values.

Contribution to a joint stock company by property

Contribution to the authorized capital by property is not legally provided for joint stock companies. However, there is no prohibition on the implementation of such a procedure. Therefore, you should consider the features of this process. If a shareholder is a legal entity and he wishes to contribute values ​​in the form of non-monetary funds to the share capital, some discrepancy arises.

The legislation provides that the donation of material values ​​between commercial organizations cannot exist. This even applies to parent or subsidiary companies. Formally, however, the Tax Code allows property transfers free of charge. At the same time, there is no specification for which organizations this is possible.

Therefore, in some cases, for joint-stock companies, the analogy of introducing tangible and intangible assets into the authorized capital is used. There are only some restrictions on donation issues.

Shareholders may be interested in increasing the authorized capital of their company. At the same time, they expect an increase in net profit and dividend payments. However, the transfer of property in this case is considered free of charge. Moreover, the cost of these values ​​can also be excluded from the tax base. Such property should not be transferred to third parties during the year.

If the property received by the joint-stock company for the formation of the authorized capital is leased, pledged or in another form, the tax exemption will not apply.

Payment of a share with the right to use property

A contribution to the authorized capital of an LLC by property can be carried out in a slightly different form. It is not the material values ​​themselves that can be transferred, but only the right to use them. For LLC, this option is possible. However, with this method of payment of shares, some difficulties are possible.

For example, a situation may occur when the right to use the property ends earlier than it was agreed by the founders. In this case, the lease agreement expires. It is legally established that if such a situation arises, a participant who transfers the right to use the property as payment for his share, at the request of the founders, is obliged to compensate for the loss in the form of depositing funds. The amount will be equal to the payment for the rental of a movable or immovable property. Moreover, such a transfer of funds is made on the same conditions that were originally established before the expiration of the previously established period of use. However, the contribution of property to the authorized capital is considered preferable.

Compensation is provided as a lump sum, but within a reasonable time frame. The repayment period is established from the day the founders present their claims. Participants may choose another method of providing compensation. This decision is documented in the minutes of the general meeting. In this case, the participant to whom the requirements are put forward does not participate in the voting.

Proof of payment

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

However, each participant must also receive documents confirming his share in the general fund of the organization. They must be properly formatted. This is evidence of the contribution of the property or the rights to use it by the members of the organization.

First of all, the founder must receive an extract from the organization's current account, as well as copies of payment documents, an act of acceptance and transfer of tangible or intangible values. Also, each member of the company must own the provisions of the charter. It indicates the fact of full payment of the authorized capital.

At the same time, the balance sheet should not contain information about incomplete payment of the authorized capital of the LLC. Also, the proof of the participant's contribution of his share is the receipt of a receipt for the cash receipt order.

Having considered what constitutes a contribution by property to the authorized capital, as well as the procedure for making it, one can understand the mechanism for conducting such an operation for various organizations.

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

Lyubov DEMIDENKO
Auditor

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

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

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

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

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

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

The monetary valuation of property contributed as payment for shares upon the establishment of a joint-stock company or shares (contributions) in the authorized capital of an LLC is made by agreement between the founders. This decision must be taken by the founders unanimously. For example, such an assessment may be indicated in the memorandum of association between the participants of the LLC. When additional shares of JSC are paid for with non-monetary funds, the monetary value of the property contributed as payment for shares of the JSC is made by the board of directors (supervisory board) of the company.

Fixed assets, goods, materials, securities, etc. can be contributed to the authorized capital. In this case, the charter of a company may contain restrictions on the types of property that can be used to pay for shares of a JSC or a contribution to the authorized capital of an LLC.

To determine the market value of the property contributed as payment for shares, an independent appraiser must be involved. The value of the monetary value of the property made by the founders of the company and the board of directors (supervisory board) of the company cannot be higher than the value of the estimate made by an independent appraiser (clause 3 of article 34 of Law No. 208-FZ).

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

Accounting at the transmitting side

The contribution to the authorized (pooled) capital in the form of property is a financial investment of the organization (clause 3 of PBU 19/02 "Accounting for financial investments"; approved by order of the Ministry of Finance of Russia dated December 10, 2002 No. 126n). To reflect the contribution to the authorized capital, the Instruction on the Application of the Chart of Accounts for Accounting of Financial and Economic Activities of Organizations (approved by order of the Ministry of Finance of Russia dated October 31, 2000 No. 94n) provides for account 58 “Financial investments”, subaccount 1 “Shares and shares”. The organization can reflect the accounting of preliminary costs for the acquisition of financial investments on a separate subaccount "Preliminary accounting of costs for the acquisition of financial investments", for example, 58-5.

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

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

- the book (residual) value of the property was written off;

Debit 91-2 Credit 76, 97, etc.

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

Debit 58-1 Credit 58-5

- reflected the contribution to the authorized capital.

Initial cost of the deposit

The initial value of financial investments contributed to the account of a contribution to the authorized (pooled) capital is their monetary value agreed upon by the founders (clause 12 of PBU 19/02). Note that the Regulation on accounting and accounting statements v Russian Federation(approved by order of the Ministry of Finance of Russia dated 07.29.98 No. 34n) prescribes to accept financial investments for accounting in the amount of actual costs for the investor (clause 44 of the regulation).

The Ministry of Finance of Russia expressed its opinion on the collision arising in the regulatory documents on accounting in a letter dated 23.08.01 No. 16-00-12 / 15. In the opinion of the department, the accounting regulations and accounting regulations are normative legal acts of the same hierarchical level in the system of legal acts of the Russian Federation. Therefore, an act that came into force later takes precedence over a previously adopted document. Therefore, in our case, preference should be given to PBU 19/02.

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

Making a contribution to the authorized capital is not a gratuitous transfer of the contributed property. In return (as payment for this property), the contributing party receives a certain amount of property rights, consisting primarily of the right to receive a certain part of the profit earned by the company, and a certain part of its property in the event of the liquidation of the company. The conclusion about the non-gratuitous nature of the contribution to the authorized capital, which would seem obvious from the moment part of the first Civil Code of the Russian Federation came into force (January 1, 1995), was forced to be confirmed by the Presidium of the Supreme Arbitration Court of Russia (Resolution of 08.08.2000 No. 1248/00). Property rights (rights of claim against society), which the investor pays by making a contribution to the authorized capital, according to civil law, are a full-fledged type of property (Article 128 of the Civil Code of the Russian Federation). Thus, both parties - both the investor and the organization receiving the investment contribution - fulfill their obligations under this transaction in non-cash form. The procedure for assessing the income received from such transactions ("under contracts providing for the fulfillment of obligations (payment) with non-monetary funds"), including in connection with participation in the authorized capital of other organizations, is established by clause 6.3 of PBU 9/99. According to this clause, the amount of receipts and (or) accounts receivable under contracts providing for the fulfillment of obligations (payment) with non-monetary funds is accepted for accounting at the cost of goods (values) received or to be received by the organization. The cost of goods (values) received or to be received by an organization is established on the basis of the price at which, in comparable circumstances, the organization usually determines the cost of similar goods (values).

If we apply the procedure established by PBU 9/99 to the assessment of the value of property (shares) received as a result of payment for them with non-monetary funds, then the value of shares or the value of the corresponding receivables will be determined regular price the acquisition of shares on the market at the time of the foundation of the company. This price is equal to the price set by the company for the "placement" of shares, in general, identical to their par value. With regard to financial investments, the “amount of actual costs for the investor” will be equal in this case not to the traditionally understood cost of acquisition (residual value) of the property transferred as payment of a contribution to the authorized capital, but to the amount of funds required to purchase this contribution on the market. Consequently, the assessment of income in the form of the value of the property received does not in any way depend on the value of the property being retired.

Thus, a situation is possible when the property assessment agreed by the founders will not coincide with the book value of the transferred property according to the accounting data of the transferring party. In this regard, the question arises about the reflection of these estimates in accounting and, therefore, about the possibility of the appearance in it financial result from the operation of making (paying) a contribution to the authorized capital with non-monetary funds.

If the valuation of the property transferred to the authorized capital differs from its book (residual) value, then the transferor in accounting as a result of this business transaction forms a positive or negative balance. Economic essence this financial result consists in obtaining a larger (smaller) volume of property rights in comparison with the value of the property being contributed. For accounting purposes, the considered income (expense) the Ministry of Finance of Russia proposes to qualify as operational, associated with participation in the authorized contributions of organizations (letters of the Ministry of Finance of Russia dated 12.10.2000 No. 04-02-05 / 1, dated 23.03.2001 No. 04-02-05 / 1/61, etc.).

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

Option 1. Debt on the organization's founding contribution - 200,000 rubles.

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

Debit 01 subaccount "Disposal of fixed assets" Credit 01

- 350,000 rubles. - the initial cost of the transferred object has been written off;

Debit 02 Credit 01 subaccount "Disposal of fixed assets"

- 50,000 rubles. - the amount of accrued depreciation has been written off;

- 200,000 rubles. - the cost of the object contributed to the authorized capital is reflected in the assessment in accordance with the constituent documents;

Debit 58-1 Credit 58-5

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

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

- 100,000 rubles. - the operating expense for the object contributed to the authorized capital is reflected;

Debit 91-2 Credit 76

- 20,000 rubles. - reflects the costs of dismantling the facility;

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

Option 2 З the organization's debts for the constituent fee - 500,000 rubles.

When the transaction is reflected in the accounting records of entering the object into the account of debt repayment, the entries for writing off the initial cost of the object, the amount of depreciation and the costs of dismantling, given in option 1, remain (we do not repeat them). The rest of the entries will undergo changes:

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

- 300,000 rubles. - the residual value of the object contributed to the authorized capital is reflected;

Debit 58-5 Credit 91-1

- 200,000 rubles. - reflected the operating income on the object contributed to the authorized capital;

Debit 58-1 Credit 58-5

- RUB 500,000 - reflected the contribution to the authorized capital.

Result from disposal of the object 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 accounting for the deposit

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

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

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

When increasing the authorized capital at the expense of additional contributions of its participants and contributions of third parties accepted into the company, it is the day of state registration of the corresponding changes in the constituent documents of the company by the body that carries out state registration legal entities (clauses 1, 2, article 19 of Law No. 14-FZ).

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

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

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

If the shares are issued in non-documentary form, then financial investments are accepted at the time of making a credit entry or according to the acquirer's depo account (in the case of accounting for rights to securities from a person carrying out depository activities) or on the personal account of the acquirer in case of accounting for rights to securities in the register keeping system on the basis of an extract on the corresponding account (Articles 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 with the budget for VAT depends on the purpose for which this property was previously acquired: for investment purposes (that is, directly for transferring it as a contribution to the authorized capital or as payment for shares) or for other transactions recognized as objects of VAT taxation.

As you know, transactions on the transfer of property to the authorized capital of business entities and partnerships are not recognized as the sale of goods (works, services) (subparagraph 4 of paragraph 3 of article 39 of the Tax Code of the Russian Federation). Based on this, this operation is not recognized as an object of VAT (subparagraph 1, paragraph 2, article 146 of the Tax Code of the Russian Federation). The amounts of VAT presented to the buyer when purchasing goods (works, services), including fixed assets and intangible assets, are taken into account in their cost if they are acquired for the production and (or) sale of goods (works, services), sales operations ( transfer) which are not recognized as the sale of goods (work, services) in accordance with paragraph 2 of Article 146 of the Tax Code of the Russian Federation (subparagraph 4 of paragraph 2 of Article 170 of the Tax Code of the Russian Federation). Thus, when purchasing property for investment purposes, the amount of VAT paid to the seller is included in its initial value.

When acquiring property for operations subject to VAT, the amount of tax paid to the buyer at the time of its acquisition is deducted if the relevant conditions determined by Articles 171 and 172 of the Tax Code of the Russian Federation are met, namely: the presence of an invoice, documents confirming the payment of tax amounts, and property registration. Deductions of tax amounts presented by sellers to the taxpayer when purchasing fixed assets and intangible assets are made in full after they are registered.

If the taxpayer has accepted for deduction the VAT paid to the supplier on goods (works, services) used for operations for the production and sale of goods (works, services) that are not subject to VAT taxation, the corresponding tax amounts are subject to recovery and payment to the budget (p. 3 article 170 of the Tax Code of the Russian Federation).

Earlier, the tax authorities, based on this norm, obliged taxpayers to recover VAT on property transferred to the authorized capital in the tax period in which the transfer was made, in terms of its value, not included through depreciation deductions in the costs of production and (or) sale of goods (works , services) or non-operating expenses taken into account when determining income tax (clause 3.3.3 of the Methodological Recommendations for the Application of Chapter 21 "Value Added Tax" of the Tax Code of the Russian Federation; approved by order of the Ministry of Taxes and Levies of Russia dated 20.12.2000 No. BG-3-03 / 447). However, by order of the Ministry of Taxes and Tax Collection of Russia dated 11.03.04 No. BG-3-03 / 190, this “wish” was excluded.

It is possible that the change in their position was also influenced by the resolution of the Presidium of the Supreme Arbitration Court of Russia dated 11.11.03 No. 7473/03. In a similar situation, the tax authorities' demands for additional VAT charges were recognized as unlawful, since tax legislation does not contain a requirement for subsequent reimbursement to the budget of the tax amount accepted for deduction when registering fixed assets after transferring them to the authorized capital of another business company.

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

Debit 19 Credit 68 subaccount "Calculations for VAT"

- VAT on the transferred property has been restored.

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

Debit 91-2 Credit 19

- the amount of the restored VAT is reflected.

income tax

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

Not recognized as profit (loss) of a taxpayer-shareholder (participant, shareholder) is the difference between the value of property contributed as payment, property rights and the par value of acquired shares (stakes, shares) subparagraph 1, clause 1 of Art. 277 of the Tax Code of the Russian Federation). Consequently, the profit (loss) reflected in the accounting, which was formed when contributed to the authorized capital, is not taken into account when calculating income tax.

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

Thus, the value of shares (stakes, shares), reflected in the accounting records according to the valuation agreed by the founders, may not coincide with the value of the same shares (stakes, shares) recorded in tax accounting at the residual value of the property contributed to the authorized capital, taking into account additional costs incurred by the transferring party when the property is contributed to the authorized capital.

In the event of further sale of these shares (stakes, units) for the purpose of calculating income tax, an expense in the amount of the residual value of the property transferred as payment for the contribution (shares) will be accepted as a decrease in income.

Example 2 Consider tax implications transfer of an item of fixed assets, using the data of example 1, assuming that the value of the transferred item in accounting is the same as its residual value in tax accounting.

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

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

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

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

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

With further implementation of this share at the cost established by the founders of 500,000 rubles. when calculating income tax, the aforementioned profit of 180,000 rubles is taken into account.

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

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

The difference between the par value of the acquired share in the authorized capital of the company and the value of the object contributed as payment is profit in the amount of 180,000 rubles. (200,000 - 20,000) is not included in income when calculating income tax in the current reporting (tax) period.

With further implementation of this share at the cost established by the founders of 200,000 rubles. when calculating tax in income, the amount received above is taken into account 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 par value of the acquired share in the authorized capital of the company and the value of the object contributed as payment is profit in the amount of 480,000 rubles. (500,000 - 20,000) is not included in income when calculating income tax in the current reporting (tax) period.

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

____________________________

End of Example 2

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

When transferring property to the authorized capital, the contribution of the transferring party is assessed at the value of the property recorded in the transferring party's tax accounting records. If securities are transferred, then their value is determined as the purchase price, increased by the costs associated with the acquisition of securities, that is, without taking into account the value of the securities contributed to the authorized capital, carried out by an independent appraiser and agreed with other members of the established organization. Note that the provisions of Article 280 of the Tax Code of the Russian Federation are not applied when securities are transferred to the authorized capital.

Differences in the reflection of the operation of making a contribution to the authorized capital in the form of property in the accounting and tax accounting oblige organizations to refer to the norms of PBU 18/02 "Accounting for calculations of income tax" (approved by order of the Ministry of Finance of Russia dated November 19, 2002 No. 114n).

Failure to recognize for tax purposes the profit (loss) associated with the appearance of a difference between the appraised value of the property when it is entered into the authorized (pooled) capital of another organization and the value at which this property is reflected in the balance sheet of the transferor, leads to permanent differences if in the future, the sale of shares (shares, units) is not provided. In this case, it is necessary to calculate a permanent tax liability in accounting (clauses 4 and 7 of PBU 18/02). Since the magnitude of constant differences can take on both positive and negative values, the "derivative" of them will also have the same sign.

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

The accrual of a positive amount of a permanent tax liability is accompanied by the entry:

Debit 99 subaccount "Permanent tax liability" Credit 68 subaccount "Calculations of income tax"

- a permanent tax liability has been accrued.

With a negative value of the permanent tax liability (permanent tax asset), a reverse posting is made:

Debit 68 subaccount "Calculations of income tax" Credit 99 subaccount "Permanent tax liability"

- a negative permanent tax liability (permanent tax asset) has been accrued.

If the organization contributes property to the authorized capital with the aim of further implementing the shares (shares, shares), then the above differences in accounting and tax accounting form temporary differences. The profit (loss) associated with the appearance of a difference between the appraised value of the property when it is entered into the authorized (share) capital of another organization and the value at which this property is reflected in the balance sheet of the transferring party is not included in tax accounting in the current reporting (tax) period. accounted for, but accounted for in the future in the reporting (tax) period, when the sale of a share (shares, shares) takes place. At the same time, depending on the ratio between the assessed value of the property and the value at which this property is reflected in the balance sheet, both deductible temporary differences and taxable ones may arise. Each of them obliges the organization to charge:

• deferred tax asset - for a deductible temporary difference;

• deferred tax liability - for taxable temporary differences.

Their accrual is accompanied by records:

Debit 09 Credit 68 subaccount "Calculations of income tax"

- a deferred tax asset has been accrued;

Debit 68 subaccount "Calculations of income tax" Credit 77

- a deferred tax liability has been accrued.

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

Debit 68 subaccount "Calculations of income tax" Credit 09

- the deferred tax asset was written off;

Debit 77 Credit 68 subaccount "Calculations of income tax"

- the deferred tax liability has been written off.

Receiving party accounting

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

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

- reflected the contributions made by the founders in non-monetary form.

The objects of assets contributed to the account of contributions to the authorized capital of the organization are assessed at the cost agreed by its founders (participants), taking into account the actual costs of the organization for their delivery and bringing them into a condition suitable for use (clauses 8, 11 PBU 5/01, p. 9, 12 PBU 6/01, p. 9 PBU 14/2000, p. 12 PBU 19/02).

Depreciation on the fixed assets contributed to the deposit account is charged in accordance with the generally established procedure, starting from the 1st day of the month following the month of accepting this object for accounting, during the period useful use an object determined when the object is accepted for accounting (17, 20, 21 PBU 6/01) with its attribution to expenses for ordinary activities or others.

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

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

The Tax Code of the Russian Federation does not contain a rule determining at what value a given property should be taken into account in tax accounting with the receiving party. The tax authorities set out their vision on this issue in Methodical recommendations on the application of Chapter 25 "Corporate Profit Tax" of the Tax Code of the Russian Federation (approved by order of the Ministry of Taxes and Duties of Russia dated 20.12.02 No. BG-3-02 / 729). So, in section 5.3 it is said that fixed assets received in the form of a contribution (contribution) to the authorized capital of an organization are accepted for tax purposes at the residual value of fixed assets received as a contribution to the authorized capital of the object of fixed assets, which is determined according to tax accounting data from the transferring party. ... In section 7.2.7 of the recommendations, it is indicated that when transferring property to the authorized capital, the contribution of the transferring party is assessed at the value of the property recorded in the tax accounting of the transferring party. In the same assessment, the property is taken into account in the tax accounting of the receiving party, the value of which must be documented. Before the publication of the methodological explanations, the opinion of the tax authorities was somewhat different. The initial value of fixed assets contributed to the account of a contribution to the authorized capital of the organization was recognized as their monetary value, agreed upon by the founders (participants).

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

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

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

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

The authorized capital is a certain amount of money invested by the founders of the enterprise at the time of its creation. This is the minimum amount of property for conducting statutory activities. Minimum size capital is established by law. The authorized capital, among other things, characterizes the property of all founders, who, in the event of withdrawal from the owners, may demand the return of the contributed share in cash.

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

About shares of the authorized capital

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

The decision to increase the authorized capital may be made due to the insufficient number of working capital, licensing requirements or the entry of new members who also contribute. But such an increase in the authorized capital is not allowed in all cases.

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

• property of the organization,
• by making additional funds by the "old" participants,
• by depositing funds by new members.

In the event of an increase in capital at the expense of contributions from all members of the organization, a decision on this is made at the general meeting. The protocol contains the total amount of the deposit, as well as the ratio of the amounts due to the increase in the share of participants.

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

The fact of an increase in the authorized capital of an organization is registered by the relevant state body as a change in the constituent documents. Joint-stock companies are also obliged in this case to issue an additional block of shares.

About depositing property

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

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

On the procedure for making a contribution to the authorized capital

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

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

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

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

Samples of all required documents- typical, but can be adjusted according to their own needs and in agreement with lawyers.

Legal requirements

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

A prerequisite is the inclusion in the relevant sections of the Charter and the Memorandum of Association (if the number of founders is more than one) the very possibility of contributing the authorized capital by property. As well as restrictions on types of property.

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