- The public's right to reduce the authorized capital
- Motives for capital reduction
- society the duty to reduce the authorized capital
- Reasons for decrease of the Criminal Code
- reduce the share capital of the algorithm
- Register reduction of the authorized capital
- The consequences of reducing the Criminal Code
Maintaining economic activity is impossible without the use of various financial instruments. One of the ways of business development is the increase or decrease in the authorized capital of JSC. It is also used to stabilize the position of the company on the market.
The public's right to reduce the authorized capital
The law allows the owners make their own decision to reduce the authorized capital of JSC. There are two options:
- buyback and cancellation - the statute should provide for such a possibility;
- securities converted by reducing the nominal value. The right to initiate the procedure belongs to the Board of Directors. However, the decision of the meeting must approve 75% present with the right to vote. The procedure is subject to mandatory state registration.
Reduction of the authorized capital amount regardless of the method is allowed only up to the value of the net assets. Lowering the Criminal Code is not allowed:
- until full payment for the placed shares;
- if there is evidence of the company's insolvency, or by reducing it may become bankrupt;
- when at the time of buying shares in the net assets do not exceed the cost of capital in the amount of the contingency fund;
- to buy up all the shares on the basis of Article 75 of the JSC Law requirements;
- while the shares will not be paid accrued dividends.
Motives for capital reduction
In case of voluntary reduction of shareholders of the Criminal Code the main motive is to obtain additional income. Purchase and cancellation of shares by their maturity generates income. establishes the amount of compensation the board of directors.
Derating of shares - also contributes to the increase in revenue. Such a method is preferable, because it does not lead to a change in the proportions of votes of shareholders, and the amount of compensation is limited to the limit of the total amount of payments.
Majority owners can use the reduction of the authorized capital of JSC, as a way of redistribution of corporate rights. minority shareholders, to sell all shares, leave company. This development strengthens the influence of large shareholders without additional investment on their part. motives society:
- situation prevention, when the amount of the net assets falls below the authorized capital amount;
- buying shares in order to stabilize their value on the market;
- artificial formation of income (profit from rehabilitation) to compensate for the losses of the company;
- no need to increase the authorized capital in times of crisis.
society the duty to reduce the authorized capital
The law provides for several situations, when it becomes inevitable reduction of the authorized capital of JSC:
- presence in the ownership shares of the company, which were not paid on time after placement;
- non-payment within one year after buyback;
- exceeding the value of the CC of the net assets in the balance sheet for the year (true after completion of two years of work).
If a mandatory reduction of the authorized capital of JSC is not going to happen, the Registrar may file a lawsuit to dissolve the company.
Reasons for decrease of the Criminal Code
The requirement for owners to buy back their shares in the company may be grounds for reducing the start-up procedure of the authorized capital of JSC. This right shall be subject to Article 75 of the JSC Law. Reason - the participants voted against the reorganization of the company, conclusion of a major business deal, adjustments statute, which led to the restriction of their rights.
When a society is reorganized, redemption of securities, repurchased by the company at the request of the owners, It occurs at the moment of redemption.
In other cases, the company disposes of one year at its discretion. At the expiration of the term of the Criminal Code should be reduced, cancel shares. This decision is the prerogative of the owners meeting.
reduce the share capital of the algorithm
The law establishes the procedure for correction of the magnitude of the Criminal Code. Step by step instructions reduce the authorized capital of JSC:
- The estimation of shares, establish their market value.
- The Supervisory Board makes a proposal to start lowering treatments.
- Meeting of owners claims the majority decision (75%).
- The Registrar shall be notified of the decision within three days (form R14002).
- Notification of changes twice placed in the trade press (one month).
- The Board of Directors approves the decision.
- Issued securities, performed their placement. Upon completion of registration is performed.
- The company's charter amended.
How to register a decrease in authorized capital stock through the purchase of a specific number of shares and their subsequent cancellation? The algorithm:
- Assembly decides to purchase the majority of votes (the statute should provide for such a possibility).
- Carried out lenders and the Federal Tax Service Alerts.
- Buyout offer sent to the co-owners.
- The basis for adjusting the charter is owners meeting report and a final report on the purchase of shares.
Register reduction of the authorized capital
The procedure for reduction of the authorized capital of JSC includes the re-registration the charter company with the changes in the Federal Tax Service. This requires the following documents:
- statement (form № R13001);
- decision to co-owners (sample protocol with a decrease in the authorized capital of joint-stock company can be found on the Internet);
- A new version of the Charter (2 эkz.);
- receipt of payment of registration fee.
Adjustments to the charter becomes possible later 90 days after the meeting, approved the reduction of the Criminal procedure (Article 29 of the Federal Law №208-FZ). To carry out the necessary actions you need to contact the registrar.
The consequences of reducing the Criminal Code
To correctly display operations while reducing the company's charter capital in the tax records of his order is important, the final ratio of the net assets of the company and the Criminal Code.
In the case of a mandatory reduction of the charter capital, Income from reduction is not included in the tax base. Make postings to assign it to the non-operating income is not necessary.
If it becomes smaller due to the lower volume of the authorized capital, than the amount of net assets, there is a basis for taxation in the form of amounts of difference (A letter from the Federal Tax Service 06.09.2012 № AS-4-3 / 14878 @).