Decrease in the authorized capital of LLC: step-by-step instruction

Due to various circumstances , a limited liability company may need a procedure such as a reduction in the share capital. LLC in this case must follow a strictly defined algorithm. It is also important to understand in what situations such actions can not only be actual, but mandatory.

Reasons for changing

So, initially it is worthwhile to understand that it is possible to say the voluntary procedure for changing the Criminal Code, when the people in the company without any external requirements make a decision to make the necessary changes in their view. But most often this process is caused by the need, conditioned by the norms fixed in the current legislation.

Those situations in which the procedure for reducing the authorized capital of the LLC is inevitable, look like this:

- If in the completed second financial year, as well as in each subsequent year, the decrease in the value of all assets of the company is recorded below the size of the authorized capital (on the basis of accounting). With these results, the capital needs to be reduced to the amount that does not exceed the total value of all net assets available to the company.

- The process of reducing MC is also relevant in the case when a year later after the state registration of LLC the amount of the declared authorized capital was not paid in full. In this case, according to the requirements of the law, the capital is reduced to the level of the actual amount contributed before.

- When one or more participants leave the society.

The decrease in the authorized capital of the LLC does not mean the deterioration of the company's business, in some cases it is nothing more than a working moment.

What is defined as the authorized capital?

Before delving into the nuances of reducing CC, it is necessary to determine the meaning of this term.

In fact, we are talking about the totality of all the shares of LLC, which were made in the form of cash and not only. Having become acquainted with the current legislation, you can find out that the minimum size of a company's MC should not fall below the level of 10 thousand rubles. In this case, its size, in fact, as well as the share of each of the participants, is determined only in rubles.

For the formation of the statutory fund it is necessary to open a special account, this is done by the founders. It should be understood that for the creation of the Criminal Code can be used as financial resources, as well as securities, intangible and tangible assets of the beneficiaries. It is their number that can be reduced when the size of the authorized capital of the LLC is reduced.

But before you reduce any property in the fund LLC, it must be evaluated. Moreover, such a component of the asset, as securities, should be re-evaluated on an ongoing basis.

Convening of the meeting

This is the first stage of such a procedure, as the reduction of the authorized capital of LLC. A step-by-step instruction begins with it.

In order to initiate a reduction in the size of the Criminal Code, the participation of all the founders of society is necessary. For this purpose, a general meeting is convened. The process of reduction begins only when, by the voting results, no less than 2/3 of the participants support the need to reduce the statutory fund. It should also be noted that in the charter of each particular organization, the minimum number of votes may be greater than this ratio.

If an LLC is founded with the participation of only one founder, then a single decision will be sufficient to make a decision.

As a result of the convocation, not only the decision regarding the Criminal Code should be taken, but also the necessary changes in the charter of the company.

Notification of tax inspection

The next step, which implies the procedure for reducing the authorized capital of the LLC, is informing the tax authority. After the decision concerning the Criminal Code was taken, it must be reported to the local tax office, and this must be done within three days.

For the correct design of such information, there is a form P14002. The final statement must be signed by the director of LLC. And even if this document will be provided to the Inspectorate personally by the director, his signature will still have to be notarized. Such a measure is irrelevant only in the case of using an electronic version of the application with a strong EDS.

During the visit to the local tax office, the applicant must also have the company's decision regarding the reduction of the Criminal Code, a power of attorney (relevant to intermediaries) and a passport.

After 5 days from the moment when the form P14002 was submitted, the tax inspectorate must enter a record in the USRLE that a procedure for decreasing the authorized capital has been started in a particular LLC.

Notification of creditors

The decrease in the authorized capital of LLC inevitably means informing about a similar decision of the creditors who provided money to the company in due time. And they need to be notified in accordance with certain rules.

If to speak in more detail, then you need to use the forms on the official website of the journal "Bulletin of state registration." Here, a notice will be published, which will be available to users. It is worthwhile to know that two publications are being produced: first after LLC has received a record sheet in the Unified State Register of Legal Entities from INFS, and then a month later from the date of the first notification in the magazine.

This concludes the process of notifying the creditors.

Documents for the Tax inspectorate

After the issue with the publication is resolved, it will be necessary to pay attention to the preparation of documentation necessary for registering changes in the charter of the society. All papers must be submitted to the local tax office. Their list is as follows:

- document confirming payment of state duty;

- Notarized notarized applications, written in forms P13001 and P14001;

- Minutes of the reduction of the authorized capital of the LLC, drawn up by the general meeting or an official decision by a person who is the sole founder (in this case there is simply no one to collect);

- amended charter of the company in a new edition reflecting all the amendments made (served in duplicate);

- if the process of changing capital itself is carried out in accordance with cl. 90 of the Civil Code, you will need to pay attention to the recalculation of the value of assets.

It will also be necessary to provide documentary evidence of the fact that creditors were notified of a decrease in the Criminal Code. For this purpose, the printed edition of the journal Vestnik is suitable.

Confirmation of changes

Within the framework of such a topic as "reducing the authorized capital of LLCs," the step-by-step instruction is completed on receipt of documents that will serve as an official confirmation of the change in the Criminal Code.

It is worthwhile to know that an average of 5 working days will be required for the registration process of the updated tax inspection statute. After the expiry of this period, the applicant's authorized representative or director will personally receive the company's charter in a new edition, as well as a sheet with a record from the Unified State Register of Legal Entities, displaying data on the reduced authorized capital.

As you can see, there is no need for excessive efforts to organize such a process as a decrease in the authorized capital of the LLC. The instruction allows you to do everything relatively quickly.

What do you need to know about P13001?

When using this form, you can find that it consists of several sheets including the title page. Only those that contain items relating to the amendment of the Criminal Code should be filled. More specifically, the attention will have to be paid to sheet B.

It is also important to understand that there are a number of rules that are mandatory when filling out the form.

For example, in the 1-3 lines of the above-mentioned sheet B, you need to display information about the form of the company and its constituent units, and also indicate the essence of the planned actions - capital increase or its reduction. It should be remembered that all amounts are prescribed in rubles. Further, going to line 4, it is necessary to enter the publication dates in the journal "Vestnik", which was discussed above.

The next aspect of working with this form is choosing a sheet according to the form of LLC and filling in information about each subject that is a member of the company. It will also be necessary to indicate the proportion of members of society. In this case, if there was a decrease in the share of the authorized capital of LLC, then you must select the "AND" sheet, and then display the information in it.

In the end it is necessary to number the pages. For this purpose, special services are suitable for performing this procedure correctly.

If errors, misprints or any corrections were made during the filling out of the form, the document will not be registered and the procedure will have to be repeated.

Possible consequences in the absence of necessary changes in the statute

As it was written above, the decrease of the authorized capital of the LLC in some cases is a mandatory measure in accordance with the current legislation. If this measure is ignored, then it is possible to encounter the corresponding reaction of the tax service.

At the same time, one should know about the following nuance: if the shares that belong to the company were repaid later than the required date, the fines will not be imposed. But instead, the registration authority will receive a legitimate reason to forward the claim to the arbitration court. The purpose of such a statement will be to terminate the activities of the LLC. Obviously, such a measure is much more severe than fines.

For the sake of justice, it should be noted that, before punishing the society so severely, the tax service will offer to neutralize the violations committed voluntarily, thus avoiding a sad outcome.

A claim for the liquidation of an LLC can be satisfied if the recorded violations were not rectified or proved to be too rude. Such a result is possible if third parties, for example, participants in the company and not only, suffered significant damage.

Thus, the reduction of the authorized capital of the LLC (posting on the accounting of funds including) should be timely.

Rights of creditors

It is important to be aware of what can be expected by legal entities that have credited LLCs. This will allow them to foresee their possible actions. If the funds were received by the company before the reduction of the Criminal Code, the creditor has the full right to demand from him to fulfill obligations ahead of schedule. This means that LLC will have to repay the borrowed amount within 30 days from the time the first publication of the change in the Criminal Code was made in the journal.

Of course, in some cases, the company may not be able to repay loan funds in the right amount for a month. Then the person in respect of whom the obligation was not fulfilled, obtains the right to file a claim for the termination of the contract and compensation for the losses received by the company.

The statute of limitations in this case is limited to a period of 6 months from the date of publication of the first notice of a decrease in the Criminal Code.

But LLC has a chance to obtain a cancellation of the claim in a judicial procedure. For this it is necessary to prove one of two facts:

- the company has sufficient security to fulfill the obligation;

- the rights of creditors were not violated in the process of reducing the Criminal Code.

Otherwise, the claim will be satisfied.

Tax consequences

After the decision was taken to reduce the authorized capital of the LLC (the sample will help to formalize it correctly), the amounts for which the Criminal Code was reduced can be recognized as income subject to taxation.

This principle is valid in the event that the company does not return to participants the value of that part of the deposits, the amount of which was reduced by the Criminal Code. This income is classified as non-operating.

But, if the reduction process is carried out in accordance with Article 251 of the NCRF (17 subparagraph 1 of the paragraph), the taxation issue will be irrelevant.

In general, when initiating the procedure for reducing the Criminal Code, tax consequences are possible for all members of the LLC, including individuals. The bottom line is that members of the society in the event of a decrease in the share receive financial compensation, which is considered income that is taxable.

And this fact does not depend on the form in which the cost of the reduced part of the participant's share was returned - in cash or in kind. In turn, LLC after the payment of income to members of the company is considered in the role of tax agent, as a result of which it becomes necessary to withhold and transfer the amount of personal income tax to the budget.

Results

The process of changing the CC, in particular its reduction, under certain conditions is mandatory and requires attention, as well as competent clearance. In general, special problems with its conduct should not arise. The main thing is not to forget about the possible claims of creditors and the peculiarities of the procedure while reducing the share of participants.