2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16
The existence of any economic company at first is carried out at the expense of contributions from its founders. In JSCs and LLCs, these contributions form the authorized capital. The share capital is the authorized capital of partnerships. Read more about how it is formed, registered and accounted for.
Definition
A business partnership is a commercial organization with a divided capital. The contributions of participants form the property of organizations. Consider existing types of organizations.
General partnership
Participants of this organization under the concluded agreement are engaged in entrepreneurial activities on behalf of the partnership. They are liable for obligations to the extent of their property. This category includes individual entrepreneurs and commercial organizations. All property of such partnerships belongs to the company.
A minimum of two people can participate in one partnership. One person can only enterone society. All participants sign the memorandum of association and pay the contribution. Management is carried out jointly. Each member of the society to act on his behalf, unless otherwise provided in the contract.
When doing business together, any operation requires a unanimous decision of all participants. If one or more persons are involved in the conduct of business, then the other members must obtain a power of attorney to conduct business. Net income/losses are distributed among the participants in the same ratio as equity shares. All participants are jointly and severally liable for the obligations in the capital.
Special partnership
The limited partnership differs from the previous one in that, in addition to full partners, it also includes contributors. The latter bear risks within the limits of the amounts contributed and do not take part in the management of entrepreneurial activities. Contributors can be individual entrepreneurs, commercial organizations, citizens and legal entities. State bodies cannot become investors in a limited partnership.
The partnership functions on the basis of the memorandum of association. Investors cannot act on behalf of the company even on the basis of a power of attorney. But they have the right:
- receive part of the profit, in the same ratio as the share in the capital;
- read the annual report and balance sheet.
A faith partnership may be liquidated after all participants are eliminated. General partnerships may not be liquidated, but transformed intolimited partnerships.
Legislation
The authorized (share) capital is the contributions of the company's participants registered in the constituent documents. The procedure for its formation is prescribed in the norms of the Civil Code. Some regulations are detailed in the Federal Law "On LLC".
Types of capital
In business companies, the statutory fund determines the amount of net assets. It is a kind of guarantee of the return of funds to creditors. Therefore, at the legislative level, the minimum amount of capital is prescribed - 100 or 1000 minimum wages.
Authorized capital is not formed in state-owned enterprises.
Share capital - the authorized capital of partnerships. We will present the process of its formation in more detail below.
A share fund is being formed in cooperatives. Its members must pay a 10% fee by the time the organization is registered. The balance is repaid within one year. When creating a cooperative, the fee is assessed by agreement of all members, and when a new member joins, it is appointed by the board.
In state and municipal enterprises, the capital of the organization is formed. Its size is determined by the owners. Participants are allocated three months from the date of registration to deposit all funds. The date of repayment of the debt is considered the day of transfer of funds to a bank account or transfer of property on the right of ownership. The authorized (share) capital of the organization cannot be divided into shares. Its minimum size for state enterprises is 5,000 minimum wages, and for municipal enterprises - 1,000. Minimum wage.
Distribution of shares
Shared capital is divided into shares of participants, but this does not lead to the same division of property. The owner of all property is the organization. The exception is cases when the right to use property is transferred as a contribution. Then the ownership remains with the founder.
The amount of capital is expressed in the monetary value of all deposits. The share of one founder is calculated as the ratio of his contribution to the total amount of capital. It is expressed as a percentage or as a fraction. In a similar ratio, the amount of income, liquidation quota and the amount of rights of one participant are calculated.
Capital formation
The share capital of a general partnership is formed on the principle of subsidiary liability. That is, the organization is liable with all its property to creditors. These funds cannot be used as a guarantee for the payment of obligations.
The size of the share capital is prescribed in the founding documents. Participation in its formation is the responsibility of the founders (Article 73 of the Civil Code of the Russian Federation). At the time of registration of the society, each of its members must make at least 50% of their contribution. The maturity of the remaining part is prescribed in the charter. In case of their violation, the founder must pay 10% of the debt amount and compensate for the losses caused.
Where to start?
In order to form the share capital of the partnership, before the registration of the organization, you need to open in the bankbank account and deposit the minimum required amount. The account is opened on the basis of an application, copies of constituent documents certified by a notary, a decision of the founders to establish a company. This temporary account will only reflect equity transactions.
Formation of shares
The capital of any society can be formed not only at the expense of money, but also securities, property, and other rights that have a monetary value. Federal laws and statutes prescribe specific types of property that cannot be used as contributions.
If the fund is formed from non-monetary assets, then the founder must indicate the specific property, confirm that it is not part of any other organization, is not pledged, is not under arrest. You also need to provide a monetary value of the transferred asset. If required, an independent examination can be ordered for these purposes. In some cases, it is required by law. In particular, if the founder's contribution to the LLC, paid by property, exceeds 200 minimum wages. For a share contribution, the bar is set higher - 250 minimum wages.
Property contribution
Shared capital can be formed at the expense of individually defined things. In this case, the founder is obliged to list their names, indicate the quantity, special features (model, brand, manufacturer, etc.). For deposits in the form of things, the size, volume, mass, etc. are additionally indicated. For securities, the name of the holder, denominations, issuer, quantity, year are recordedoutput and monetary value. If we are talking about property rights, then their type, grounds for occurrence, characteristics, transfer period should be indicated. Their value is written in the form of a monetary value. Therefore, as a contribution to the share capital, an object of intellectual property, "know-how" cannot be transferred. But the founder can transfer the right to use such an asset together with a registered license agreement. All this information, as well as the procedure and term for making contributions, is prescribed in the constituent documents. The fact that the asset was credited to the balance sheet is confirmed by a certificate signed by the chief accountant or manager.
Balance
In the balance sheet, the share capital is reflected in line 1310. The formation of the authorized capital is carried out using account 80 in the postings. The registered amount of contributions and the actual debt of the participants will be cut off separately. Consider typical postings:
- DT75 CT80 – capital formation.
- DT10 (50, 41, 55, etc.) CT75 - receipt of contributions in the form of cash and property.
Analytics is conducted by founders, types of securities and stages of their issuance.
In partnerships, account 80 is used to reflect information about the shares of each participant and is called "Contributions of comrades". The receipt of contributions is formed by posting DT51 KT80. Upon completion of the cooperation agreement, the property is returned to the members of the organization. This operation is documented in the balance sheet with the entry DT80 KT51.
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