Debt of the founders on contributions to the authorized capital

Home / Donation Agreement / Where the Debt of the Founders is Reflected in the Balance Sheet

⭐ ⭐ ⭐ ⭐ ⭐ Good day, dear blog readers, right now we will comprehend perhaps the most necessary and interesting topic for you - Where is the Debt of the Founders Reflected in the Balance Sheet. After reading, you may still have questions, so it’s best to ask them in the comments below.

We always and constantly update published information, so you can be sure that you will read all the latest information.

Completing an assessment procedure will help protect the organization from dishonest influences from persons who may claim that the debt is not commensurate with the counter-obligation received from the legal entity.
The valuation will help provide protection to the minimum shareholder.

The founders' obligations for payments to the management company, which are taken to calculate absolute assets, make the active share of the balance sheet smaller, and, as a result, the net assets directly become smaller. Therefore, the most elementary method to increase net assets is to pay off the existing debt of the founders on contributions to the authorized capital on the balance sheet.

Legislative norms

The size of the capital determines the business image of the organization, since it is a guarantee of its attractiveness to investors. Therefore, some founders may declare a contribution amount greater than they can actually pay. And when any of the founders of the organization does not want or is not able to pay their share for the formation of capital, then debt is formed. It must be reflected in accounts and financial statements. Accounting for the debt of participants in contributions to the authorized capital in the balance sheet and in the accounting accounts has its own characteristics.

Account 62 “Settlements with buyers and customers” is reflected in the balance sheet after deducting the balance of the loan 63 account “Provisions for doubtful debts”. Shares from overdue obligations of debtors are accrued to this account. The arrears become overdue after 45 days from the date of formation.

How does arrears in contributions from the founders of an LLC arise and what are the consequences?

Within the time limits established by the constituent documents (but no later than 4 months after the registration of the company), all founders of the LLC are required to make their contribution to the authorized capital to the balance sheet of the company (Clause 1, Article 16 of the Law “On LLC” dated 02/08/1998 No. 14-FZ ).
Immediately upon completion of registration of the company with the Federal Tax Service, the debt of the founders for contributions to the authorized capital (AC) is recorded in the accounting registers. It exists until all founders make full contributions to the management company.

If any of the founders refuses to contribute their share to the authorized capital, then individual sanctions provided for in the constituent agreement may be applied to him. The release of the founder from the obligation to pay for such shares is, in principle, not allowed (Clause 2 of Article 90 of the Civil Code of the Russian Federation). In addition, such founders must, within the limits of unpaid shares in the management company, bear joint liability for the debts of the company (clause 1 of Article 87 of the Civil Code of the Russian Federation).

All founders bear subsidiary liability for the company’s debts until the debt on the authorized capital is fully repaid (Clause 4, Article 66.2 of the Civil Code of the Russian Federation). Until contributions to the management company are made in full, the founders do not have the right to distribute the company’s profits (Clause 1, Article 29 of Law No. 14-FZ).

But what should the partners of the founder do, who, for one reason or another and despite the sanctions, fundamentally refused to pay for the authorized capital - in whole or in part?

Accounting for settlements with founders, participants and shareholders

08 “Investments in non-current assets”;
10 "Materials";
15 “Procurement and acquisition of material assets”, etc.

In a similar manner, they reflect settlements on contributions to the authorized (share) capital with the founders (participants) of organizations of other organizational and legal forms. In this case, an entry under Dt 75 - Kt 80 is made for the entire amount of the authorized (share) capital declared in the constituent documents.

What is reflected in the account 75

when creating an enterprise;
replenishment of its working capital;
seizure of property.

These enterprises call this subaccount “Settlements for allocated property.” Accounting for it is made in the general manner.

The group includes the following items that make up the meaning of this row. They relate to payments made, and debts can concern both organizations and individuals, for example, the company’s working personnel:

Line 240 indicates the total amount of short-term “receivables”. Loans provided to other organizations are classified as financial investments and are reflected in account 58 “Financial investments”. This is stated in paragraph 3 of PBU 19/02 “Accounting for Financial Investments” and Instructions for the Application of the Chart of Accounts. Taking into account only these regulations, in the balance sheet information on interest-free loans is often disclosed as information on the organization’s financial investments. However, let us recall the main criteria for inclusion assets to financial (p.

Where is the debt of the founders reflected on the balance sheet?

Accounts payable expressed in foreign currency (including those payable in rubles), for reflection in the financial statements, are recalculated into rubles at the rate in effect on the reporting date (clauses 1, 5, 7, 8 PBU 3/2006).

75.1 “Settlements on deposits in the management company” - to reflect mutual settlements with participants on deposits in the authorized (share) capital;
75.2 “Calculations for payment of income” - for accounting of transfers of dividends (income) to co-founders.

Most organizations begin their existence with a decision by the co-founders to create and form an authorized capital. First of all, the constituent agreement is concluded, then the charter is developed and the authorized capital (AC) is accumulated, which is the valuation of the contributions of all participants in the institution.

How are deposits taken into account?

Account 75 accumulates all data on mutual settlements with the institution’s shareholders. It reflects both the amount of shares in the authorized capital for each of the organizers and the amount of dividends that must be paid to one or another founder.

Don LLC has receivables to Neva LLC in the amount of 115,000 rubles for work performed (including VAT 15,000 rubles). The management of Neva LLC decides to sell the debt under the assignment agreement to a third-party company for 100,000 rubles, since it is not possible to receive payment of the debt from Don LLC at the end of the year. There will be no obligation to pay VAT on the sale of debt to a third-party company, since the amount of profit from the sale of the debt is less than the amount of the debt itself. To carry out the analysis, the accounting department makes entries using the following formulas:

It is necessary to provide for a reserve for outstanding payments in terms of accounts receivable for services, work, goods or materials provided, which most likely will not meet the deadlines specified in the contract, or do not have guarantees that payment will be made on time.

This is interesting: Increased Benefit for the Third Child St. Petersburg 2020

Options for reflection in the balance sheet

D 62 K 90-1 – products sold, services provided.
D 90-“VAT” K 68 “Calculations for VAT” – value added tax is charged.
D 62 “Bills received” K 62 – a bill was received from the buyer.
D 51 (50.52) K 62 “Settlements on bills received” - the bill has been paid by the buyer.

The authorized capital has not been paid: what should the company do?

If payment for the share in the company’s management company is not made within the prescribed period, then this share becomes the property of the company (Clause 3, Article 16 of Law No. 14-FZ). After this, the founders of the company must:

1. Within a month, inform the Federal Tax Service by sending there Form R13014 about the transfer of the share to the LLC (clauses 2, 3, 6 of Article 24 of Law No. 14-FZ).

2. During the year, buy back and redistribute (or sell to third parties) this share. Within a month after the redistribution or sale of the share, also notify the Federal Tax Service about this.

If the founders do not do any of the above actions, then the authorized capital is subject to reduction by the amount of the share that has not been redeemed or redistributed or sold (clause 5 of Article 24 of Law No. 14-FZ). The Federal Tax Service must also be informed about the reduction in the capital within a month.

See also “Procedure for reducing the authorized capital of an LLC.”

If the final amount of the authorized capital is less than the minimum (for an LLC - 10,000 rubles), then the enterprise can be liquidated at the request of the Federal Tax Service as having failed to comply with the requirements of the law on registering a business company (subclause 1, clause 3, article 61 of the Civil Code of the Russian Federation).

Next, we will consider a situation where the founder nevertheless agreed to repay the existing debt on time.

How can the founder's debt be repaid?

The debt of the founders on contributions to the authorized capital can be repaid:

in cash;
securities;
property;
rights of claim on receivables.

Find out in ConsultantPlus how to reflect the contribution of funds to the authorized capital in accounting and what are the nuances of tax accounting for the contribution of property as a contribution to the management company. Get free access to the K+ help system to find out all the details of this procedure.

In this case, the minimum amount of the authorized capital must be represented in cash. An assessment of the value of property that is planned to be added to the balance sheet as a management company is carried out by an independent appraiser (Clause 2 of Article 66.2 of the Civil Code of the Russian Federation).

Funds can be contributed to the authorized capital in cash or by transferring them to a current account. In the first case, a PKO is issued according to form No. KO-1.

The procedure for repaying debt under a capital company using the receivables of the company’s founder is also common. Let's study its features.

Accounts receivable in the balance sheet: line 1230

— 62 “Settlements with buyers and customers” in the amount of debt for goods sold, products (work performed, services rendered);
— 60 “Settlements with suppliers and contractors” in the amount of advance payment (advances) transferred by the organization for the supply of goods, products, performance of work, provision of services;
— 68 “Calculations for taxes and fees” in the amount of overpaid (collected) taxes and fees;
— 69 “Calculations for social insurance and security” in the amount of overpaid contributions to compulsory social insurance, as well as in the amount of benefits paid;
— 70 “Settlements with personnel for wages” in the amount of overpaid wages and vacation pay to employees;
— 71 “Settlements with accountable persons” in terms of accountable amounts for which a report on their use has not been submitted, or advances paid in connection with a business trip that have not been spent and not returned on time;
— 73 “Settlements with personnel for other operations” in the amount of debt owed by employees on interest-free loans and compensation for material damage;
— 75 “Settlements with founders” in the amount of the contribution not made to the authorized capital;
— 76 “Settlements with various debtors and creditors” regarding other receivables not mentioned above (in particular, penalties, interest accrued on securities, credits and borrowings).

Line 1230 of the simplified balance sheet explanation

Here the amounts of accounts payable and receivable accumulate as a result of satisfying claims of the enterprise to suppliers and buyers to the enterprise. This also includes funds withheld from the wages of company employees based on writs of execution.

07 Oct 2021 uristlaw 58

Share this post

Supplement to Pension for Rehabilitation
15 Million for Third Child in 2021
Documents for Temporary Registration from Kurgan Region to Moscow
Registration of a Land Plot for Cadastral Registration in the MFC

Formation of authorized capital at the expense of receivables: nuances

This legal relationship assumes that the founder, who has the right to claim on receivables, will pay off his own debt under the authorized capital by placing his receivables in the management company as an asset. To do this, he, together with other founders, needs to hold a meeting at which the value of such a contribution to the management company will be assessed. If the amount of the debt claim is above 20,000 rubles, then an independent appraiser will be required to evaluate the deposit (Clause 2, Article 15 of Law No. 14-FZ).

Supporting documents on the basis of which the receivable will be attributed to the authorized capital may be, in particular:

agreement on the assignment of rights of claim (if it is required under the agreement between the founder and the debtor);
loan agreement;
receipt;
writ of execution if the debt is already being collected.

A scenario is also possible in which the debt under the charter capital is partially repaid by the founder.

The contribution to the authorized capital has been partially repaid: legal consequences

The founder who partially paid the debt on the authorized capital:

1. Will retain responsibilities:

to pay the remaining share before the expiration of the established period for the formation of the management company;
participation in further redistribution of the unpaid share;
bearing joint and several liability for the debts of the company.

2. At the same time, he will receive the rights:

for part of the profit after redistribution based on the unpaid share;
sale of the paid part of the share (its receipt upon liquidation of the company);
participation in the meeting of founders and decision-making on business issues.

But the founder will not be able to count on profit, since the company will not have the right to distribute it.

Let us now study what is the procedure for accounting for the debts of the founders for contributions to the authorized capital.

Payment of debt on authorized capital: accounting

When maintaining accounting records for transactions related to the formation and repayment of debts of the founders on the authorized capital, the following entries are used:

Dt 75 Kt 80 - to reflect in accounting the fact of debt formation (when registering a company with the Federal Tax Service);
Dt 50 (or 08, 10, 41, 51, 52 - depending on the method of payment of the authorized capital) Kt 75 - to reflect the fact of debt repayment (in whole or in part);
Dt 80 Kt 75 - a reflection of the forced reduction of the capital when the debt is not repaid by the founder on time and is not subsequently redistributed.

If the authorized capital is formed at the expense of receivables, then the following sequence of transactions is applied:

Dt 76 Kt 75 - the company has been transferred the right to claim the debt on account of the management company;
Dt 51 Kt 76 - the debtor paid the company.

In the balance sheet, the authorized capital is classified as liabilities and is reflected in the amount determined by the constituent documents in line 1310 (even with partial payment). The current debt of the founders is, in turn, an asset, and it is reflected on the balance sheet in line 1230.

Read about the nuances of filling out the balance sheet in the article “Deciphering the lines of the balance sheet (1230, etc.).”

Method No. 1. Debtor bankruptcy

Within the framework of the bankruptcy process, there are the greatest opportunities for bringing the persons controlling the debtor to justice. This is because the Bankruptcy Law imposes many requirements on the actions of these persons. If they are deliberately not fulfilled and the interests of creditors are infringed, then these persons must answer for those debts that the debtor was never able to repay.

Let's start with the fact that in a bankruptcy case, not only the director and participants can be held vicariously liable. (These persons may turn out to be figureheads who do not influence key decisions). Litigation may reveal the connection between nominee directors and participants and actual managers and beneficiaries.

The connection can be traced through kinship, through issued powers of attorney, through which dubious transactions were concluded, through the ability to put pressure on the management of a legal entity, etc. One of the signs of a controlling person may be the fact that this person benefited from the illegal or dishonest behavior of the nominal managers and participants of the debtor.

It should be noted that not every bankruptcy of a legal entity ends with the holding of controlling persons to subsidiary liability.

Firstly, you first need to identify the creditors of this debtor, find his property, if found, sell it and pay off the creditors. And only if the proceeds are not enough to pay off all claims, the question of holding the controlling persons accountable can be raised. By this point, bankruptcy can last for two years, or even five.

Secondly, the mere fact that the debtor was unable to pay all creditors is not enough to hold the controlling persons liable. It is necessary to prove the presence of one of the following circumstances:

The debtor did not apply to the arbitration court for bankruptcy when, according to the Bankruptcy Law, he was obliged to do so (Article 61.12 of the Law).

In this case, subsidiary liability will consist of collecting the debt that was formed after the debtor missed the deadline for filing a bankruptcy petition.

Full repayment of creditors' claims is impossible due to the actions (or inaction) of the person controlling the debtor (Article 61.11 of the Law). Such actions, in particular, mean concealing the debtor’s documents, making dishonest transactions to withdraw property, the presence in the Unified State Register of Legal Entities of inaccurate information about the debtor, etc.

In this case, the amount of subsidiary liability is equal to the total amount of creditors' claims that remain unpaid due to the insufficiency of the debtor's property. However, this amount can be reduced if it is proven that the amount of damage caused to the property rights of creditors through the fault of this person is significantly less than the amount of claims to be satisfied at the expense of this controlling debtor of the person.

In addition, the person controlling the debtor may be completely released from liability if it turns out that he is not to blame for the impossibility of fully repaying the creditors’ claims.

The described method of bringing to subsidiary liability is appropriate if:

the debtor still has some property with which he can partially pay off creditors,
The debtor had assets, but they were alienated on the eve of bankruptcy and the corresponding transactions are subject to challenge.

Supporting bankruptcy proceedings requires money. If your claims amount to, for example, one million rubles, the debtor has no other creditors, and he does not have any property, it will cost you more to invest in a full-fledged bankruptcy. It is better to pay attention to the following method of bringing to subsidiary liability.

Tax accounting of debt on authorized capital: nuances

When maintaining tax accounting of deposits in the management company, you should keep in mind that:

1. Cash and property contributed to replenish the authorized capital by the founder-individual or legal entity:

are not subject to VAT;
do not form a tax base for personal income tax, income tax or the simplified tax system.

But if the founder-legal entity pays VAT, then if the tax is accepted for deduction (on property transferred to the authorized capital), the VAT must be restored (subclause 1, clause 3, article 170 of the Tax Code of the Russian Federation). In this case, the amount of recovered and paid VAT cannot be included in profit expenses. The organization for which the authorized capital is formed has the right, in turn, to receive a VAT deduction restored by the founder-legal entity (Clause 11 of Article 171 of the Tax Code of the Russian Federation).

When redistributing a share in a business in favor of a specific founder (or when increasing the nominal value of his share in the authorized capital), the founder does not have to calculate personal income tax. However, if the nominal price of the management company is reduced by decision of the founders (not for the purpose of fulfilling the requirements of the law), then the founders will have to pay personal income tax on the difference between the previous and new value of the shares (letter of the Ministry of Finance of Russia dated April 14, 2011 No. 03-04-06/3-88) .

Upon payment of contributions from all founders in full, the authorized capital may be increased:

through additional contributions from the founders;
as a backup option - by raising capital from third parties.

Let's consider the specifics of the main option for increasing the capital, when the owners of the company manage on their own.

How to reflect accounts receivable in financial statements

In addition, this line shows the amount of accounts payable to the supplier if the organization paid him with its own bill, since the bill is issued only to defer payment. The difference between the face value of the bill and the amount owed to the supplier is the interest on the bill for deferred payment.

How are account balances reflected?

Then comes a line that indicates the initial cost of the debt, or more precisely, the amount that must be paid by the debtors according to the agreements.
As practice shows, companies receive, when repaying their debt, an amount that is an order of magnitude less than what is indicated in the documents.
The classification of receivables on the balance sheet directly depends on the type of debtor. The types are as follows:

budget companies;
internal debtors;
the remaining companies that owe a certain amount.

Since the line relates to the section of short-term liabilities, when preparing documentation, only those balances that are considered short-term are taken into account, that is, they do not exceed one year in maturity immediately after the reporting date. If the account balance exceeds 12 months in total, then it is necessary to split it into two parts. One of them will be reflected directly in line 1520, and the second will go to line number 1450, which is known as long-term liabilities. This allows you to take into account all calculations when filling out accounting documentation.

If a member of the company is not paid his due portion within the prescribed period, then he has the right to claim his funds for 3 years (if determined by the charter, the period can be extended to 5 years) from the moment:

Reflecting debts on the balance sheet

If the agreement for the acquisition of an asset (performance of work, provision of services) provides for a deferred (installment) payment and the fee for a commercial loan is not separately established, then its amount, taken into account in the price of the agreement, is determined by the organization independently. This amount, being the economic content of interest payable to the lender (creditor), is recognized in accounting evenly until the end of the deferment period (installment plan) in the manner prescribed by PBU 15/2008 (Appendix to the Letter of the Ministry of Finance of Russia dated 06.02.2015 N 07- 04-06/5027).

Sometimes it is necessary to increase the authorized capital. Most often, such an increase is made to increase the investment attractiveness of the enterprise. However, it may be due to licensing requirements, a lack of working capital, or the entry of a new participant. When increasing the capital, you also need to focus on net assets.

The debt of an LLC participant to contribute to the authorized capital is reflected in the balance sheet on the account. 75. It accumulates information about changes in the unpaid capital of the company. In particular, Kt sch. 75 shows the total amount of obligations from the founders for payments to the management company, the Account Dt will help you see its repayment.

This is interesting: How to Find out the Owner of a House

Payment by the founders of their shares

The authorized capital of an LLC (Limited Liability Company) is the amount of money or other funds that was invested in the project at the time of creation of the structure. It guarantees the interests of creditors and serves as security for the statutory activities of the Company.

D 75 “Settlements with founders”, K 91–1 “Other income” (this entry reflects the proceeds received from the sale of the company’s share);
D 91–2 “Other expenses”, K 81 “Own shares (shares)” (this entry reflects the write-off of the nominal value of the enterprise’s share).

the monetary valuation of the contributed material assets is carried out by the participants, and it cannot be higher than the price determined by an independent appraiser;
contribution of share capital in kind is carried out according to the act of acceptance and transfer (the founder transfers it to the created organization);
The constituent documents quite often contain clauses limiting the types of property that can act as authorized capital.

The occurrence of debts of the founders

The possibility of releasing one or another LLC founder from the obligation to pay his own share in the authorized capital is completely excluded, and even at the stage of registering the company with the relevant government bodies, each founder must contribute at least half of the amount specified in the documents.

Accounts receivable on the balance sheet tend to increase or decrease, which can be either positive or negative. To measure the proper level of the indicator, the turnover ratio is used in finance.

Increasing the authorized capital through additional contributions: nuances

The decision on additional investments in the authorized capital is made at a separate meeting of the founders. After its adoption, business owners must replenish the capital for the agreed amount within 2 months, unless they specify a different period (Clause 1, Article 19 of Law No. 14-FZ).

If the agreed amount could not be added to the authorized capital within the prescribed period, then all funds and property contributed by that time in order to increase the capital are returned to investors within a reasonable time. If it is missed, then the funds and property are returned with an additional payment, the amount of which is determined in accordance with Art. 395 of the Civil Code of the Russian Federation.

The legislation does not contain unambiguous criteria for determining a reasonable period. As a rule, it is established by the court. It is possible that the court will order additional payment under Art. 395 of the Civil Code of the Russian Federation immediately after the expiration of the deadline for increasing the authorized capital by law (or in accordance with the decision of the founders).

No one has the right to oblige the founder to pay an additional contribution to the authorized capital (Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated May 25, 2010 No. 446/10). Accordingly, even if it is known that it was not possible to increase the authorized capital due to the refusal of a particular founder to make an additional contribution, this founder will not be held liable for possible losses of the company.

Method No. 2. Unfinished bankruptcy of the debtor

According to Article 61.19 of the Bankruptcy Law, bringing to subsidiary liability is also possible in the case where the bankruptcy case was terminated, for example, due to the lack of funds to finance this procedure.

On the one hand, the task of holding the manager, founders and other controlling persons accountable is simplified. There is no need to go through the entire bankruptcy process: file a bankruptcy petition, make sure with the court that the debtor himself is not ready to finance the procedure, and also refrain from such expenses yourself. Then the court will dismiss the case - and you can file a statement against these unscrupulous persons.

However, in reality everything is more complicated.

Bringing to subsidiary liability under Article 61.11 (for the impossibility of full repayment of creditors' claims) will be carried out if the existence of the grounds provided for in this article becomes known only after the termination of the proceedings.

It turns out that in case of completed bankruptcy (after completing settlements with creditors), you can refer to the fact that in the Unified State Register of Legal Entities at the time of filing the bankruptcy application, an entry was made about the unreliability of information about the debtor. If the bankruptcy case is terminated, this will not be possible: if at the beginning of bankruptcy there was a record of unreliability in the Unified State Register of Legal Entities, all creditors should have been aware of this fact by default.

It is also difficult to refer to the concealment of documentation. In order for there to be concealment, the debtor must first have an obligation to provide documents. At the stage of consideration of the creditor's application to declare the debtor bankrupt, the debtor is not yet obliged to provide documents. Consequently, if the bankruptcy case is terminated due to lack of financing at this stage, it will not be possible to accuse the debtor’s director of failure to provide documents and demand that he pay the debtor’s debts.

Bringing the director and founders to justice under Article 61.12 of the Bankruptcy Law after the termination of the case also has its difficulties. First of all, they are associated with the lack of sufficient information from the applying creditor.

If bankruptcy in fact did not begin, the creditor cannot know when the debtor became obligated to declare bankruptcy in accordance with Article 9 of the Bankruptcy Law. It is impossible to prove a violation - it is impossible to hold vicarious liability.

In addition, we repeat, controlling persons will be liable under Article 61.12 only for those unfulfilled obligations that arose after the expiration of the deadline for the debtor to file a bankruptcy petition. If they arose before, subsidiary liability will not arise.

Results

Within 4 months after registration of the LLC (or an earlier period determined by the constituent documents of the business company), the founders of the company must repay the debt on contributions to the authorized capital. This can be done at the expense of cash, property, securities, receivables. Until the debt is repaid, the founders have no right to distribute profits. If it is not repaid on time, then the authorized capital is reduced by the amount of the unpaid share (if it is not purchased by someone).

You can learn more about the features of forming the authorized capital of an enterprise from the articles:

“Accounting entries for contributions to the authorized capital”;
“Why is the authorized capital of an LLC needed and can it be spent?”

You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.