Increase in share capital of the company

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

Increase in share capital of the company 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:

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

Restrictions on changing the charter capital

Restrictions on changing the charter capitalIt 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

Adjustments to the charterFor 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.

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