Reducing the authorized capital of an LLC: step by step instructions

2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16

Due to various circumstances, a limited liability company may need such a procedure as a reduction in the authorized capital. LLC in this case must follow a strictly defined algorithm. It is also important to understand in what situations such actions may be not only relevant, but mandatory.

Reasons for changing the Criminal Code

So, initially it is worth understanding that a voluntary procedure for changing the Criminal Code is possible, so to speak, when the members of the society, without any external requirements, decide to make the necessary changes in their opinion. But most often, such a process is caused by necessity, due to the norms enshrined in the current legislation.

Those situations in which the procedure for reducing the authorized capital of an LLC is inevitable are as follows:

- If in the completed second financial year, as well as in each following it, a decrease in the value of all the company's assets below the size of the UK is recorded (according to the results of accounting). With such results, the capital must be reduced to an amount that will notexceed the total value of all net assets held by the society.

- The process of reduction of the authorized capital is also relevant in the case when a year after the state registration of the LLC, the amount of the declared authorized capital was not paid in full. In this case, as required by law, the capital is reduced to the level of the actual amount contributed before.

- When one or more members leave the society.

A decrease in the authorized capital of an LLC does not yet indicate a deterioration in the affairs of the enterprise, in some cases it is nothing more than a working moment.

What is defined as share capital?

Before delving into the nuances of reducing the Criminal Code, it is worth deciding on the meaning of this term.

In fact, we are talking about the totality of all LLC shares that were contributed in the form of cash and not only. Having familiarized yourself with the current legislation, you can find out that the minimum size of the company's capital should not fall below the mark of 10 thousand rubles. At the same time, its size, in fact, as well as the share of each of the participants, is determined only in rubles.

To form the statutory fund, it is necessary to open a special account, this is done by the founders. It should be understood that both financial resources and securities, intangible and tangible assets of the beneficiaries can be used to create a management company. It is their number that can be reduced when the size of the authorized capital of an LLC is reduced.

But before reducing any property in the fundOOO, it needs to be evaluated. Moreover, such a component of an asset as securities should be revalued on an ongoing basis.

Call a meeting

This is the first stage of such a procedure as reducing the authorized capital of an LLC. Step-by-step instructions begin with him.

In order to initiate a reduction in the size of the Criminal Code, the participation of all the founders of the company is necessary. For this purpose, a general meeting is convened. The process of reduction itself begins only when, according to the results of voting, at least 2/3 of the participants support the need to reduce the authorized capital. It is also worth noting that in the charter of each particular organization, the minimum number of votes may be more than the specified ratio.

If an LLC is founded with the participation of only one founder, then his sole decision will be enough to make a decision.

As a result of the convocation, not only a decision regarding the Criminal Code should be made, but also the necessary changes should be made in the charter of the company.

Notice from the tax office

The next step, which implies the procedure for reducing the authorized capital of an LLC, is informing the tax authority. Once a decision has been made regarding the Criminal Code, this must be reported to the local tax office, and this must be done within three days.

For the proper execution of such information, there is a form P14002. The director of the LLC must sign the completed application. And even if this document is submitted to the IFTS personallydirector, then his signature will still have to be notarized. Such a measure is irrelevant only in the case of using the electronic version of the application with an enhanced EDS.

During a visit to the local tax office, the applicant is also required to have with him the decision of the company regarding the reduction of the Criminal Code, a power of attorney (relevant for intermediaries) and a passport.

5 days after the P14002 form was filed, the tax inspectorate must make an entry in the Unified State Register of Legal Entities stating that a procedure for reducing the Criminal Code has been launched in a particular LLC.

Notice to creditors

Reducing the authorized capital of an LLC inevitably implies informing the creditors who provided money to the society about such a decision. Moreover, they must be notified in accordance with certain rules.

In more detail, you need to use the forms on the official website of the State Registration Bulletin. Here, a notice will subsequently be published, which will become available to the attention of users. It is worth knowing that two publications are made: first, after the LLC receives an entry sheet in the Unified State Register of Legal Entities from the INFS, and then a month later from the moment the first notice was posted in the journal.

This completes the creditor notification process.

Documents for IFTS

After the issue of publication is resolved, attention will need to be paid to the preparation of the documentation necessary to register changes in the charter of the company. All papers neededsubmit to your local tax office. Their list is as follows:

- document confirming payment of the state duty;

- notarized statements written according to the forms Р13001 and Р14001;

- a protocol on the reduction of the authorized capital of an LLC, drawn up by a general meeting or an official decision by a person who is the sole founder (in this case, there is simply no one to collect);

- the amended charter of the company in the new edition, reflecting all the amendments made (submitted in two copies);

- if the process of changing capital is carried out in accordance with paragraph 4 of Art. 90 of the Civil Code of the Russian Federation, then you will need to pay attention to the recalculation of the value of assets.

You will also have to provide documentary evidence of the fact that creditors were notified of the reduction in the Criminal Code. For this purpose, the printed edition of the Vestnik magazine is suitable.

Change Confirmation

Within the framework of such a topic as “reducing the authorized capital of an LLC”, the step-by-step instruction ends with the receipt of documents that will serve as official confirmation of the fact of a change in the Criminal Code.

It's worth knowing that the process of registering an updated charter of the tax office will take an average of 5 working days. After this period, the applicant's authorized representative or director will personally receive the company's charter in a new edition, as well as a sheet with an entry from the Unified State Register of Legal Entities, displaying data on the reduced Criminal Code.

As you can see, no undue effort is requiredin order to organize such a process as reducing the authorized capital of an LLC. The instruction allows you to do everything relatively quickly.

What do you need to know about Form P13001?

When using this form, you will find that it consists of several sheets including the title page. You need to fill in only those that contain items relating to changes in the Criminal Code. More specifically, attention will have to be paid to sheet B.

It is also important to understand that there are a number of rules that must be followed when filling out the form.

For example, in lines 1-3 of the above-mentioned sheet B, you need to display information about the form of the company and its constituent capitals, as well as indicate the essence of the planned actions - an increase in capital or its decrease. It is worth remembering that all amounts are written in rubles. Next, going to line 4, you need to enter the dates of publications in the journal "Bulletin", which was discussed above.

The next aspect of working with this form is the selection of a sheet according to the LLC form and filling in information about each entity that is a member of the company. You will also need to indicate what share the members of the society have. At the same time, if there was a decrease in the share of the authorized capital of the LLC, then you need to select the “I” sheet, and then display this information in it.

In conclusion, it is worth numbering the pages. For this purpose, special services are suitable that allow you to perform this procedure correctly.

If mistakes were made while filling out the form,typos or any corrections, the document will not be registered and the procedure will have to be repeated.

Possible consequences in the absence of necessary changes in the charter

As it was written above, the reduction of the authorized capital of an LLC in some cases is a mandatory measure in accordance with the current legislation. If this measure is ignored, then you may encounter a corresponding reaction from the tax service.

In this case, you should be aware of the following nuance: if the shares that belong to the company were repaid later than the required date, then no fines will be imposed. But instead, the registration authority will receive a legitimate reason to send a statement of claim to the arbitration court. The purpose of such a statement will be the termination of the activities of the LLC. Obviously, such a measure is much more severe than fines.

To be fair, it should be noted that before punishing society so severely, the tax service will offer it to neutralize the violations voluntarily, thereby avoiding a sad outcome.

A lawsuit to liquidate an LLC can be satisfied if the recorded violations were not corrected or turned out to be too gross. Such a result is also possible when third parties, such as members of the company and not only, have suffered significant damage.

Thus, a decrease in the authorized capital of an LLC (including accounting entries) should be timely.

Creditors' rights

It is important to be aware of whatcan be calculated by legal entities lending to LLC. This will allow you to anticipate their possible actions. If the funds were received by the company before the process of reducing the Criminal Code, then the creditor has every right to require him to fulfill his obligations ahead of schedule. This means that the LLC will have to return the borrowed amount within 30 days from the moment the first publication of the change in the Criminal Code was made in the magazine.

Of course, in some cases, the company may be unable to repay the loan in the required amount for the month. Then the person in respect of whom the obligation has not been fulfilled receives the right to file a claim for termination of the contract and compensation from the company for the losses received by him.

The limitation period in this case is limited to a period of 6 months from the date of publication of the first notice of the reduction of the Criminal Code.

But the LLC has a chance to get the claim canceled in court. To do this, you need to prove one of two facts:

- the company has sufficient security to fulfill the obligation;

- the rights of creditors were not violated in the process of reducing the Criminal Code.

Otherwise, the claim will be granted.

Tax consequences

Once a decision has been made to reduce the authorized capital of an LLC (a sample will help to draw it up correctly), the amounts by which the Criminal Code has been reduced can be recognized as taxable income.

This principle is valid if the company does not return to the participants the cost of that part of the deposits, in the amountwhich the Criminal Code was reduced. Such income is classified as non-operating.

But if the reduction process is carried out in accordance with article No. 251 of the NKRF (17 subparagraph 1 of paragraph), the issue of taxation will be irrelevant.

In general, when initiating the procedure for reducing the Criminal Code, tax consequences are possible for all LLC participants, including individuals. The bottom line is that in the event of a reduction in the share, members of the society receive financial compensation, which is considered taxable income.

Moreover, this fact does not depend on the form in which the value of the reduced part of the participant's share was returned - in cash or in kind. In turn, the LLC, after paying income to members of the company, is considered as a tax agent, as a result of which it becomes necessary to withhold and transfer the amount of personal income tax to the budget.

Results

The process of changing the Criminal Code, in particular its reduction, is mandatory under certain conditions and requires attention, as well as competent execution. In general, there should not be any special problems with its implementation. The main thing is not to forget about the possible claims of creditors and the peculiarities of the procedure for reducing the share of participants.