Very often companies are faced with the need to change the size of the authorized capital. The law provides for this possibility. It is important that in the event of a decrease in the authorized capital, its value does not exceed the level of the statutory minimum of 10,000 rubles.
Instructions
Step 1
The authorized capital can be increased at the expense of the property of the company, through additional investments of the participants in the company, or by making contributions by third parties (accepting them into the company).
Step 2
The decision to increase the amount of the authorized capital is taken by the general meeting of the company's participants by at least two-thirds of the votes of their total number, unless otherwise (a larger percentage of votes) is provided for by the charter of the LLC.
Step 3
The decision to change the authorized capital at the expense of the company's property is based on the data of the annual financial statements preceding the year when such a decision was made. In this case, the increase in the authorized capital cannot exceed the difference between the value of the net assets of the LLC and the amount of the authorized capital and the company's reserve fund.
Step 4
In the event of an increase in the authorized capital of the company by making additional contributions by all its participants, the general meeting of the company's participants must determine the total amount of the additional contribution, as well as the size of the contributions of each of the participants in proportion to their shares. Contributions are made by the participants within two months (unless otherwise provided by the charter) from the date of the relevant decision.
Step 5
Within thirty days after the end of the term for making additional contributions, the members of the company at the general meeting must approve the results of making additional contributions and decide on amending the charter in this connection.
Step 6
The authorized capital can also be increased by making an additional contribution by a participant, individual participants of the company or a third person (s) who wish to join the company, if this does not contradict the provisions of the charter. Based on the application of such a participant (s) or a third person (s), the general meeting makes a decision on the issue of increasing the authorized capital, changing the size of the participants' shares and introducing amendments to the charter in this connection. Decisions on these issues must be taken by all members of the company unanimously. In this case, additional contributions are made within six months from the moment the general meeting of participants makes the appropriate decision.
Step 7
The change in the amount of the authorized capital must be registered in the manner prescribed by law by submitting an application to the registering authority (tax office). The application must be signed by the head of the company (acting as the sole executive body). The applicant's signature must be certified by a notary. The application must be accompanied by the aforementioned decisions of the general meeting of the company's participants (on changing the size of the authorized capital, on making changes to the charter), a receipt for payment of the state fee, as well as changes to the charter (or the charter in a new edition).
Step 8
If an application is submitted after the expiration of the monthly period established by law for registering such changes, the increase in the authorized capital is considered invalid. In this case, the company is obliged to return the contributions made by them to the participants or third parties.
