The existence of any business company at first is carried out by contributions of its founders. In AO and LLC, these contributions form the authorized capital. Share capital - the authorized capital of partnerships. Read more about how it is formed, registered and taken into account, read on.
Definition
A business partnership is a commercial organization with capital divided into parts. Contributions of participants form the property of organizations. Consider the existing types of organizations.
Full partnership
The participants of this organization under an agreement are engaged in entrepreneurial activity on behalf of the partnership. They are liable for obligations in the amount of their property. This category includes individual entrepreneurs and commercial organizations. All property of such partnerships belongs to the company.
At least two people may participate in one partnership. One person can enter only one society. All participants sign a memorandum of association and pay a contribution. Management is carried out jointly. Each member of the company act on his behalf, unless otherwise specified in the contract.
When conducting joint business, any operation requires a unanimous decision by all participants. If one or more people are involved in business management, then the remaining members must receive a power of attorney to conduct business. Net income / loss is distributed among participants in the same ratio as shares in capital. All participants are jointly and severally liable for obligations in the capital.
Limited partnership
A partnership in faith differs from the previous one in that, in addition to full partners, it also includes investors. The latter bear risks within the limits of the amounts deposited and do not participate in the management of entrepreneurial activity. Investors can be individual entrepreneurs, commercial organizations, citizens and legal entities. State bodies cannot become depositors of a limited partnership.
The partnership operates on the basis of a 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;
- Get acquainted with the annual report and balance sheet.
A limited partnership may be liquidated after all participants are disposed of. Full partnerships may not be liquidated, but converted into limited partnerships.
Legislation
The authorized (joint-stock) capital is the contributions of the participants of the company registered in the constituent documents . The order of its formation is prescribed in the norms of the Civil Code. Some standards are detailed in the Federal Law “On LLC”.
Types of capital
In business entities, the authorized capital determines the amount of net assets. It is a kind of guarantee of refund to creditors. Therefore, at the legislative level, the minimum amount of capital is prescribed - 100 or 1000 minimum wages.
In state-owned enterprises , the authorized capital is not formed.
Share capital - the authorized capital of partnerships. We will present the process of its formation in more detail below.
In cooperatives, a mutual fund is formed . Its members must make a 10% contribution at the time of registration of the organization. The balance is repaid within one year. When creating a cooperative, the contribution 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 organization's equity is formed. Its size is determined by the owners. Participants are allocated three months from the moment of registration to deposit all funds. The debt repayment date is considered the day of transfer of funds to a bank account or transfer of property on the basis of ownership. The authorized (share) capital of an organization cannot be divided into shares. Its minimum size for state enterprises is 5000 minimum wages, and for municipal enterprises - 1000 minimum wages.
Distribution of shares
Share 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 has been 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 full partnership is formed on the principle of subsidiary liability. That is, the organization is responsible for all property to creditors. These funds cannot be used as a guarantee for the payment of obligations.
The amount of equity capital is prescribed in the constituent 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 company, each member must make at least 50% of his contribution. The maturities of the rest are prescribed in the charter. If they are violated, the founder must pay 10% of the debt amount and compensate for the losses caused.
Where to begin?
In order to form the partnership’s share capital, prior to the registration of the organization, you need to open a bank account in the bank and deposit the minimum amount required. The account is opened on the basis of an application certified by a notary of copies of constituent documents, the decision of the founders on the establishment of the company. On this temporary account will be reflected only the operations of crediting funds to capital.
Share formation
The capital of any company can be formed not only at the expense of money, but also of securities, property, other rights that have a monetary value. Federal laws and regulations prescribe specific types of property that cannot be used as contributions.
If the fund is formed at the expense of non-monetary assets, the founder must indicate the specific property, confirm that it is not part of any other organization, is not mortgaged, is not under arrest. You must also provide a monetary value of the asset being transferred. 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 the property, exceeds 200 minimum wages. For a unit contribution, the bar is set higher - 250 minimum wages.
Property contribution
Share capital can be formed at the expense of individually defined things. In this case, the founder must list their names, indicate the quantity, special features (model, brand, manufacturer, etc.). For deposits in the form of things, the size, volume, weight, etc. are additionally indicated. For securities, the name of the holder, name, issuer, quantity, year of issue and monetary value are recorded. If we are talking about property rights, then their type, grounds for occurrence, characteristics, and term of transfer should be indicated. Their value is prescribed in the form of a monetary value. Therefore, an object of intellectual property, know-how cannot be transferred as a contribution to the stock capital. 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 is credited to the balance sheet is confirmed by a certificate signed by the chief accountant or manager.
Balance
In the balance sheet, the capital stock is reflected in line 1310. The formation of the authorized capital is carried out using account 80 in the postings. The registered contributions and actual debts of the participants will be cut separately. Consider typical wiring:
- DT75 KT80 - capital formation.
- DT10 (50, 41, 55, etc.) KT75 - receipt of contributions in the form of cash and property.
Analytics are conducted by founders, types of securities and stages of their issue.
In partnerships, account 80 is used to reflect information on the shares of each participant and it is called "Contributions of partners". The receipt of contributions is formed by posting DT51 KT80. Upon completion of the cooperation agreement, the property shall be returned to the members of the organization. This operation is executed in the balance record DT80 KT51.