Joint Stock company

Reduction of the share capital

Availability of capital is a necessary and sufficient condition for the creation and further functioning of the enterprise. Proper management of an authorized capital of JSC provides a high level of profitability and development. Reduction of the authorized capital of the company - one of the financial management of the company leverage.

Rights and obligations of society

To achieve the company and ensure the rights of holders of shares of the law allows them to make a decision on reduction of the share capital, at its discretion. Typically used two versions:

purchase of shares of the company with further repayment (It is regulated by the articles of association);
revaluation of securities by reducing their nominal value.

Bring the issue to the consideration of the meeting may be the board of directors. Assembly adopted a resolution by a majority vote of those present (75% «For»). The state registration - a mandatory procedure for the processing solutions.

The legislator has limited the scope of the Criminal Code of reducing the size of the company's assets, and established a ban on the procedure in the following cases:

in the presence of outstanding shares as a result of the placement;
passing by the bankruptcy proceedings;
the requirement of owners for the purchase of their shares is not fulfilled (Article 75 of the JSC Law);
the payment of dividends to the owners is not completed;
the size of the company's assets does not meet the legal requirements for the reduction of the Criminal Code.

Reduction of the share capital is necessarily spent in the following cases:

Company not promptly repaid the shares purchased from the owners;
not all of the placed securities paid at the time of the Criminal reduction procedures;
the ratio of capital assets does not meet the requirements of the law.

If the SA does not resolve the non-compliance and will not reduce the amount of the authorized fund, its activities may be terminated in court.

The goal of reducing the authorized capital

the owners interest in reducing the size of the Criminal Code is to obtain profits. source of income is the purchase and subsequent cancellation by redemption of shares of the company. The Supervisory Board sets the amount of compensation for each security.

In practice, the owners prefer to spend the capital reduction by revaluation of shares with a decrease of their cost. The payment is made within the total amount of funds, intended to compensate.

the Company capital reduction used by large shareholders to buy up additional securities package. This possibility appears at the output of the minority shareholders of the company due to the sale of all shares.

The company's interest in reducing the volume defined by the Criminal Code of the current financial situation and the ability to prevent undesirable consequences. possible targets:

prevent the fall in the value of the enterprise's assets in relation to the statutory fund;
to compensate for losses by creating an imaginary income (Improved sanitation profit);
Purchase of treasury securities in order to maintain their market price;
method of reducing the mandatory minimum net assets in the conditions of market stagnation.

Grounds for reducing the Criminal Code

Security holders may request redemption of their shares in the following cases:

they voted against the reorganization of the company;
owners were against holding a particularly large commercial transactions;
they did not support charter change, limiting their rights.

This right is guaranteed by Article 75 of them by the JSC Law. Ransom is the reason for the start of the Criminal Code of volume reduction procedure. The order provides for reorganization of the company redeemed all shares, which have been acquired at the request of their respective owners, at the time of redemption. If the securities are redeemed by the company for other reasons, she is entitled to during the year to dispose of them. A year later, a meeting of shareholders shall decide on the reduction and elimination of the Criminal Code of the shares.

The sequence of reduction of the authorized capital

Step by step instructions reduce the share capital:

Determination of the current value of the shares. Conducted by an independent appraiser.
The issue of reducing the Criminal Code tabled by the Board of Directors.
For decision-making meeting held owners. The resolution approved by a majority of votes (75%).
Sending R14002 form for registration (given three days).
Publication in the press of the two posts on the reduction of the Criminal Code - one month.
Assembly resolution approved by the board of directors.
conducted emission, sale and registration of the issue.
Registered new charter.

To reduce the Criminal Code through the purchase of shares and their subsequent redemption must perform these steps:

The majority of votes at the meeting to approve the buying of shares.
Officially notify the Federal Tax Service and creditors.
To distribute to shareholders an offer.
On the basis of the final report on the distribution of shares and the resolution of owners meeting to make changes to the statutory documents.

Registration of changes

after 90 days after the adoption of the resolution on decreasing the authorized capital amount necessary to amend the articles of association, contact the registrar. When a need to have:

An application for amendment (filling the sample in 2017 year can be found on specialized sites);
Protocol owners Assembly resolution on reducing the volume of the Criminal Code;
charter capital amount with change (2 эkz.);
proof of payment of the fee.

Accounting and taxes while reducing the Criminal Code

Accounting while reducing the authorized fund should reflect all transactions, held securities. Appropriate wiring determined by the selected method of reducing.

If as a result of reductions in statutory fund assets exceeded the size of the Criminal Code, then with the excess amount must be paid by a tax (A letter from the Federal Tax Service 06.09.2012 № AS-4-3 / 14878).

However, in the case of involuntary downgrade, this difference is not included in non-operating income and the tax is not charged.

Increase in share capital of the company

Combining founders own capital allows you to create enterprise, start commercial activity and ensure a minimum level of liability on loans. Further expansion of business and finance long-term projects will require additional infusions. The increase in the share capital can be used, as one way of obtaining funds.

Legitimate change CC

Companies rarely retain their statutory fund unchanged. In market conditions the company controls use increase or decrease the volume of the Criminal Code as a financial instrument. Permission for its use gives owners of the company. The Supervisory Board shall draft to the. The order of increasing the authorized capital of the company is secured to Article 28 of the Federal Law № 208-FZ. And its implementation is governed by the articles of association.

The goal of increasing the authorized fund

All management decisions in business are aimed at the implementation of a common strategic goal - to ensure the company's profitability. The increase in the authorized capital of the Company from time to time used for effective management of the enterprise. goal of increasing:

performing on UK size conditions (as collateral for loans);
compliance with the conditions for obtaining licenses for certain activities;
replenishment of working capital in the rapid growth of production, deployment of new directions;
pooling resources to fund innovative projects (under the Criminal Code of expenditure for consumer needs);
under intensive emission of bonds in order to obtain loans.

Methods of Criminal replenishment

Available sources of increasing the authorized capital of the company in case of realization of it by raising the par value of shares:

retained earnings of previous periods;
Emission profit from the sale of shares;
the difference in operating cost before and after revaluation;
unspent funds from venture funds;
deferment of payment of dividends in order to send money to the authorized fund.

The increase of the share capital may be carried out at the expense of additional capital. sources filling:

Income from revaluation of operating system;
discount on sale of securities;
funds from other sources like backgrounds.

Reasons for changes in the authorized fund

The law limits the scope of, authorized to take the decision to increase the authorized capital of the company. It includes the company's owners and the Supervisory Board. Their powers are necessary to register the statute. Assembly adopted a resolution by a majority vote. A similar procedure is used, when the amount of the Criminal built up with funds from the sale of shares (additional issue).

If the change of the Criminal decided to conduct the revaluation of the shares with the higher cost of, the Board of Directors is not authorized to make such decisions.

The sequence of increasing CC

The increase of the share capital may be carried out in one of two ways - revaluation of shares in the direction of increasing the par value or an additional issue. Step-by-step instruction:

adoption of a resolution (owners meeting).
The Board of Directors reviews and approves the issue (given 6 months).
Approval of the registrar of the additional issue (given 3 of the month).
Conclusion on market shares for sale.
Summarizing, Creating reports, the registration of.
adjustment charter.

Restrictions on changing the charter capital

It is not allowed to produce an increase in authorized capital of the company in the following cases:

the company has losses;
there are signs of insolvency;
norms for the formation of the Criminal Code are not fulfilled;
not completed the previous issue;
the amount of funds for replenishment CC does not meet the requirement - not exceed the difference between capital assets and);
the company's assets are in poor condition.

Issue of securities

The law allows for several ways to increase the authorized capital of the company. If the statute contains a provision on the additional issue and the owners have approved its volume, the accommodation available:

Sale of common shares (Open subscription form);
Ads subscribe for shares for the shareholders only.

The first option should be the amount of the new issue on 1/4 exceed the number issued at the time of the announcement of subscription shares.

Holders 'voting' shares take a resolution at a general meeting. It must collect a minimum of ¾ of the votes "For". If you use a re-evaluation of shares with increased nominal value, the available options:

placement of ordinary shares of the company (Open subscription form);
distribution of preferred shares (Open subscription form);
sale of assets secured by the company's shares.

Adjustments to the charter

For 90 days should be re-registered businesses charter. Period shall be calculated from the date of adoption of the resolution to increase the authorized capital of the company. Distribution of shares can begin only after the completion of the process.

Upon completion of the placement the company is the final sales report, which also need to register.

The registrar shall make the necessary adjustments to the database on the basis of the documents submitted - a form of R13001, minutes of the meeting and report on the marked sales, for registration. The list of documents and a sample form filling R13001 can be found on specialized resources.

Accounting for changes in the value of the CC

taxation, related to the change of the authorized capital shall be effected by the payment of income tax by shareholders. The obligation to pay personal income tax arises in the case of an increase of the Criminal Code by way of capitalization of previous years profit (A letter from the Ministry of Finance 17.09.2012 № 03-04-06/4-281). The amount of tax is charged on the discount to conversion (new old stock price minus).

Accounting entries must display the chosen route of increasing the authorized capital - by issuing shares or increase their value.

Reorganization and liquidation of the company

The modern economy is characterized by a high rate of business process changes, and the alternation of periods of rise and fall. In such circumstances, the use of organizational, structural and legal changes as a management tool plays a key role. Reorganization and liquidation of the Company provides the following capabilities and contributes to solving business problems.

reorganization of tasks

The choice of method depends on the reorganization of the goal. Features of liquidation and reorganization of joint-stock company is to select the method to achieve it:

for the creation of new businesses using the selection of the company or merger;
to eliminate suitable option of joining the organization (It can also be used fusion or separation).
access to new markets can be achieved by a merger of two or more enterprises or join one of them to another;
share a few lines of business, reduce tax costs or redistribute the assets of the company will help the division or separation from her new organizations.

If you plan on reorganization and liquidation of the company, bring the issue to the consideration of the meeting may be the executive management body. Take such a decision can be an absolute majority (from 75%).

Regardless of the manner of reorganization, to the newly created company transfers part of the equity of the reorganized companies. Buyers of the securities - the shareholders of the company reorganized.

During the reorganization of the shares converted. Consequently, the issue of new securities must pass before it started.

Legal regulation of reorganization and liquidation of joint stock companies implies observance of the principle of succession. Newly created organizations assume the reorganized companies the rights / responsibilities. This order is fixed one of the documents:

transfer deed (attachment / fusion);
separation balance sheet (selection / partition).

This is the main difference between the ways of creating companies - through the establishment and reorganization.

Mergers and acquisitions

Both methods involve the reorganization:

a voluntary procedure for - only by a decision of owners or management body (determined by the charter);
Capital consolidation of the reformed enterprises;
transfer of rights / responsibilities of companies, are to be eliminated, to their successors.

The difference lies in the composition of businesses, cease their activity. At the confluence of the combined companies to be liquidated, and in the case of accession - all, other than the acquiring company.

With the reorganization of the company through the merger / merger offering made:

their conversion;
exchange for securities.

If in the course of reorganization through merger it found evidence of cross-shareholdings, they are to be repaid and are excluded from the conversion process.

The State shall supervise the conduct of merger / merger transactions, to prevent the formation of monopolies.

The Antimonopoly Committee requires obtaining permission for such a reorganization in the case of the merging companies exceeded the amount of consolidated assets 100 000 MROT, and sending notification when exceeding 50 000 MROT.

Isolation and separation

Division is usually called method of reorganization, which resulted in one company ceases to exist and create at least two new. The process is accompanied by:

section of the main assets of the enterprise;
retaining the original composition of the owners;
transfer of rights / duties of the reformed entities to newly created businesses.

Isolation - derivative of the split form of transforming society. The resultant company becomes the owner:

part of the initial assets of the organization;
of her rights / responsibilities.

A distinctive feature - no need to address the core of the enterprise. Placement of securities is carried out:

conversion into shares of the company, formed after isolation or separation;
purchase shares allocated by the donor community;
distribution of securities allocated among the co-owners of the company reorganized company.

Reorganization and liquidation of the company by splitting / separation may be compulsory. The initiator of the procedure is a frequent speaker Antimonopoly Committee.

the possibility of transforming

To change the organizational / legal status of the company may be converted into other businesses (st.104 GK RF). Usually occurs in the reorganization Ltd.. Two other forms - business partnership and cooperative production are rarely used. Placement of shares held by:

sharing of members' shares (shares, of shares) converted on a securities created JSC;
exchange of shares into shares (pai) the newly established organizational and legal form.

Changing the legal form of a non-public company to a public not a transformation.

The order of elimination

Creature, reorganization and liquidation of the company comes under the decision of the owners. Reasons for elimination can be different - from the end of the period of activity to a prolonged absence of transactions. Additional reasons for the elimination of the economic entity:

the execution of works and services, prohibited by law;
work without a license;
financial insolvency;
violation of the law in the course of creation and registration of the company;
maintenance activities in gross violation of the law.

The decision to liquidate the company takes the court. Its responsibility also includes the appointment of a liquidator.