How to contribute authorized capital when registering a company

A new participant in an LLC: what to do before and after paying the share?

The emergence of a new founder in an LLC can occur either with an increase in the authorized capital or without it (if a new participant in the company acquires the share of the retired founder).

Let's consider the scheme of the emergence of a new participant, accompanied by an increase in the authorized capital (hereinafter also referred to as the authorized capital).

In this situation, before the new participant pays for the share, it will be necessary (Articles 17–19 of Law No. 14-FZ):

• check whether all current participants have paid for their shares - if not, an increase in the authorized capital is not allowed;
• make sure that the company’s charter does not prohibit increasing the capital capital at the expense of contributions from third parties;
• receive an application from a new participant with a request to accept him into the company (indicating the amount of the contribution, the timing and procedure for payment);
• convene a meeting of participants to resolve issues of introducing a new participant into the founders, increasing the capital and other related issues on the agenda;
• draw up the minutes (decision) of the general meeting, which must reflect:
• the fact of accepting a new participant into the LLC and increasing the capital due to his contribution;
• the size and nominal share of the new participant, adjustment of the shares of the remaining founders;
• approval of a new version of the LLC charter in connection with an increase in the authorized capital.

A new participant can contribute money or property.

Find out how to reflect in accounting the contribution of authorized capital to the cash desk of an enterprise in ConsultantPlus. To do everything correctly, get trial access to the system and go to the Ready solution. It's free.

How to deposit authorized capital

To prepare documents for LLC registration, you can use the free online service directly on our website. With its help, you can create a package of documents that meets all requirements for completion and legislation of the Russian Federation.

Any business requires start-up capital, at least small. If an individual entrepreneur starts his own business, he simply uses the property and money that belong to him as an individual. But the founders of an LLC must know how to contribute authorized capital, because this money will become the property of the company.

When is paying for a share in an LLC through a cash register impossible or illegal?

Obstacles to depositing a share through the cash register may arise if the company makes all payments by bank transfer - the deposit will have to be paid to the current account.

In some cases, making a contribution to the authorized capital (including through a cash desk) may be considered illegal, for example:

• money is contributed by a non-resident founder (violation of currency legislation);
• the monetary statutory contribution was received by the cash desk from a person who does not have the right to act as a founder of the company (violation of the Civil Code and other laws);
• in other cases (for example, a contribution to the authorized capital of an insurance company was made to the cash desk with borrowed funds, which is a violation of paragraph 3 of Article 25 of the Law “On Insurance Business in the Russian Federation” dated November 27, 1992 No. 4015-1).

Let's take a closer look at the first two situations.

The money was contributed by the non-resident founder

If your founder is a foreign legal entity, accepting a cash contribution from him to the cash desk will be a violation of subclause. 9 "b" clause 1 art. 1 of the Law “On Currency Regulation” dated December 10, 2003 No. 173-FZ.

Depositing money into the authorized capital in this case (even if it happens in rubles) is a currency transaction, and it cannot be carried out through a cash desk. According to clause 2 of Law No. 173-FZ, payments for such operations are made through bank accounts in authorized banks (the procedure for opening and maintaining them is established by the Central Bank).

Find out how currency regulation is organized in our country here.

For accepting funds from such a founder into the cash register, you may be punished financially under clause 1 of Art. 15.25 of the Code of Administrative Offenses of the Russian Federation (from 3/4 to 1 of the amount of the illegal transaction).

The founder who contributed the money cannot be a participant in the LLC

Before accepting money from an LLC participant as a contribution to the authorized capital, check whether the participant’s stay in this status is legal.

The legislation establishes that:

• foreign firms, domestic companies with foreign participation in the authorized capital of 50% or more, citizens of the Russian Federation with dual citizenship are prohibited from acting as founders of radio and television channels, television, radio and video programs (Article 19.1 of the Law “On the Media” dated December 27, 1991 No. 2124-1);
• an LLC consisting of one participant cannot be the sole founder or participant of another LLC (Clause 2, Article 7 of Law No. 14-FZ);
• Persons in military service cannot act as founders - clause 7 of Art. 10 of the law on the status of military personnel of May 27, 1998 No. 76-FZ, other citizens (civil servants, etc.)

This publication will tell you when and in what order they are removed from the military register.

PKO form and filling procedure

Cash orders are drawn up in a single copy. Marks or corrections are not allowed in it; if it is damaged, you just need to fill out a new one. Usually it is written out by the chief accountant, but such a duty can be assigned by the job description to any employee. In their absence, the manager does this. A sample of filling out a cash receipt order is shown in Figure 1.

Picture 1.

The form is divided by a tear line into two parts, the left one remains in the organization, and the receipt is returned to the depositor. Filling features:

1. The full name of the organization and structural unit is entered if it has its own cash desk that accepts money.
2. The OKPO and OKUD codes assigned during registration are indicated.
3. The number corresponds to the serial number in the registration log (form No. KO-3). They are filled out sequentially, from the beginning of the calendar year.
4. The date of compilation coincides with the day of transfer of money, written in the format 00.00.0000 in Arabic numerals, for example: 03/01/2015.
5. Structural unit code, indicated if available; destination code - when funds are received from the account for a specific purpose.
6. In the columns “Debit” and “Credit” the corresponding accounts are entered to reflect the transaction being carried out.
7. In the “Accepted” line, indicate your full name in the genitive case. If the money came from an account - the name of the bank and the details of the cashier or another company.
8. The foundation is a business transaction. Document details (name, number, etc.) must be indicated in this line. If they are attached to the receipt and stored with it, then the data is entered in the “Attachment” line. They must be canceled with a “Received” stamp indicating the date.
9. The amount is written in words, but do not forget about cash discipline: it cannot exceed 100,000 rubles. Accepting several receipt orders for a total amount greater than permitted will also be a violation.
10. “Including” - the VAT amount is indicated in numbers, except in cases of depositing money from a current account or from a sub-report. Organizations that are not payers of this tax, and also if the service or product is not subject to it, make the entry: “Without VAT.”

All empty spaces in the lines are supplemented with a dash. When accepting money, the cashier checks the signatures with the available samples, the presence of supporting documents, and the correspondence of the indicated amount with the actual amount. The receipt is signed and certified by a seal, which is usually affixed so that part of it remains on the form of the cash receipt order. If errors are found, the receipt crosses them out and returns them to the accounting department. It is allowed to issue one PKO for the total amount of daily revenue at the end of the working day on the basis of strict reporting forms, cash register tape, if the organization works using cash register systems.

The following reasons may be given for the receipt of cash:

• payment for shipped products according to the invoice;
• payment for work performed according to the act;
• compensation for material damage by court decision (order);
• making an advance payment under the contract;
• return of unused funds issued for reporting;
• compensation for identified shortages based on an audit or order.

How to fill out a cash receipt order in this case? Let's give a sample.

Results

The founders of an LLC can make a monetary contribution to the authorized capital at the initial stage of activity or during its operation (when a new participant appears). Confirmation of payment of the deposit is a cash receipt order.

To add authorized capital to the cash desk, it is necessary to check the legality of such an operation, as well as formalize amendments to the charter (if the contribution increases the authorized capital) and other documents (application of a new participant, decision of the general meeting, etc.).
You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.

If there is no PQR or it is filled in with errors

Compliance with the requirements for processing cash transactions is verified by the tax authorities, including: completeness of receipt of revenue. For violation of the order, administrative fines are provided: for individual entrepreneurs up to 5,000, for organizations - up to 50,000 rubles (Articles 14.1, 15.1 of the Administrative Code).

Be careful! Shortcomings in the document flow procedure do not relate to financial violations. They are considered according to the rules of Article 120 of the Tax Code of the Russian Federation, and punishment may follow for gross neglect of the rules for accounting for income and expenses (fine up to 30,000 rubles).

The following are considered rude: absence of primary documents, including orders, invoices, invoices; incorrect reflection of business transactions on accounts. Errors in filling out, if they did not result in, for example, incomplete posting or accumulation of an excess balance in the cash register, do not apply to them.

An example from judicial practice. (case No. A52-2365/2010, Resolution of the FAS SVO dated 02/07/2011).

During an inspection by the Federal Tax Service, incorrectly executed receipt orders were discovered: without the signature of the chief accountant, cashier, and with receipts. A fine of 40,000 rubles was imposed on the organization, based on Article 15.1 of the Administrative Code. When challenged in the Arbitration Court, it was found that the incorrect execution of the PKO, in this case, did not lead to violations of financial accounting. The decision was made in favor of the legal entity.

Receipt cash order sample filling

Let's look at an example of filling out the PKO.

Main part

Filling out the document must begin by recording the company name or full name. entrepreneur. Also, in a separate field you need to enter the OKPO code that was assigned to the organization by Rosstat. If there is no such code, then you can put a dash in the column.

If the parishioner was registered in a separate structural unit, his name must be indicated in the next field. If division into departments is not used, then a dash should be placed here.

Next, the form contains the title of the document. After it you need to indicate its serial number and date of registration. The date is entered into the document in the format DD.MM.YYYY.

Then the document contains a table that displays accounting data - debit and credit accounts, analytical accounting. Then there is a column in which you need to write off the amount of the document in numbers.

The last column contains the target funding code. Information is entered into it if such encoding is accepted at this enterprise.

In the “Accepted from” field, information about who hands over the money to the cash register is recorded. This is indicated in the genitive case. If the person or employee is handing over, you must enter your full name here.

Sometimes a situation arises that he, the person of the company, makes payments to its employees. Then it is best to first indicate the name of the company, and then after the word “through” - full name. this employee. For example, “LLC Slavia through Gennady Fedorovich Ivantsev.”

In the “Base” field, the reason why the money is handed over to the cashier is written down. The name of a specific product, service, return of a report or salary, etc. may be indicated here.

The “Amount” field duplicates the received amount of money previously indicated in numbers. Only this time it needs to be described in words. Kopecks, if any, are written in numbers.

If a company accepts payment for goods and services with VAT included, then the amount of tax in the amount received is indicated after the words “Including VAT...”.

Attention! If the company operates without VAT (exempt or uses a preferential regime), then here you need to write “Without VAT” or “VAT not subject to.”

In the “Attachment” field, you can write down the names of the documents that accompany the delivery of money to the cashier. This could be a shift closing report, an order, a statement, etc. If there are no such documents, then the field is simply crossed out.

After drawing up the document, it must be checked and signed by the chief accountant, and then the cashier himself must sign.

Receipt for cash receipt order sample filling

The information entered on the receipt must completely duplicate the data from the main part of the receipt.

The company name is written at the top. Next, in the “To the receipt order” field, the document number and the date on which it was drawn up are indicated.

The “Accepted from” and “Bases” fields duplicate information that was entered in similar fields in the main part of the form.

Then the amount of funds accepted according to the document is entered. This must be done first in numbers and then in written words.

If the accepted funds include tax, then in the “Including” field you must write down its amount. If there is no tax, then it is written here with a phrase, for example, “Without VAT tax.”

At the very end there is a place where you need to indicate the date of the transaction.

The cash receipt order is certified by the chief accountant, who checks the correctness of the document. After this, the cashier himself signs it.

Is it possible to limit ourselves to only the minimum size of the charter capital?

If the authorized capital of an LLC is contributed in the minimum possible amount, then the founders comply with the requirements of the law. However, in practice such organizations are at risk to a certain extent.

1. Banks may refuse to open a current account. Credit institutions are not required to explain their refusal to provide cash settlement services, but for them, companies with such modest assets are not the most desirable clients. But without a current account, an organization cannot transfer payments to the budget, and working with counterparties becomes much more complicated.
2. For the Federal Tax Service, the minimum capital is one of the signs of a fly-by-night company. Of course, this criterion alone is not enough to recognize an organization as an unscrupulous counterparty, but if other signs are present, the minimum wage can play a negative role.
3. Lenders and investors evaluate the attractiveness and economic stability of an organization, including by the size of its authorized capital. This means that the LLC may lose profitable investments, because the interests of creditors are almost not protected in any way. The minimum size of the charter capital can also become an unspoken obstacle to participation in tenders and trades or prevent you from winning a competition.

Thus, the size of the authorized capital of an LLC when created must correspond to the scale of the business and type of activity, and not just formally fit into the requirements of the law.

Procedure for using the receipt

The Central Bank of the Russian Federation has approved a unified procedure for conducting cash transactions for business entities. According to it, all incoming cash transactions must be processed using a receipt order (PKO). The document can be generated either manually or using software, for example, the 1C program.

When writing out this document, the cashier or other responsible person should not make any errors in its execution. Since corrections in the PQS are not allowed. If suddenly an error is discovered, the document should be reissued.

A cashier, an accountant, a chief or senior accountant, as well as a manager can issue cash receipt orders. In addition, third-party specialists may be hired to prepare documents. It must be remembered that they do not have the right to sign documents.

The completed document is sent to the cash desk to a specialist who checks its correctness and then registers it in the journal.

After checking all the required details, the cashier accepts cash, the amount of which must correspond to the amount specified in the document. If the receipt is income, then the amount must be entered according to the cash register. Money can be transferred to the cash desk using a register or receipt. In this case, they go as an attachment to the software and must be indicated in it.

If the depositor has transferred the correct amount, the cashier tears the receipt from the depositor, puts all the necessary stamps and his visa on it and hands it to him.

Attention! When the working day or shift comes to an end, all cash documents, including PKO, are submitted along with the cashier’s report to the accounting department to check and reflect their business transactions.