How to arrange the transfer of property to interdependent persons: contribution to the management company and contribution to the property

Often, to ensure the property security of a business and the efficient use of property in a Group of Companies, redistribution of assets is required. The economic meaning of the transfer of property in a holding structure is objectively different from the sale or other form of its transfer to third parties, because in essence we are transferring assets from one “our pocket” to another. Accordingly, the taxation of these transactions has its own characteristics: tax legislation provides for tax-free transfer of assets within holding structures.

The practice of applying these norms is almost established. Nevertheless, there are some fundamental nuances that affect the success of the entire procedure for transferring assets, including taking into account changes made to the Tax Code of the Russian Federation.

Let us remind you that tax-free transfer of assets between related companies can be different and includes, for example, such methods as contribution to the authorized capital, reorganization in the form of spin-off, etc.

Today we will focus on one of these methods - contributions to property without increasing the authorized capital of the organization

when a participant (shareholder) transfers certain benefits to his company (cash, shares (shares) in other legal entities, real estate, etc.) to improve its financial and/or property condition. At the same time, the authorized capital does not increase, and the nominal size of the participants’ shares does not change.

The civil law grounds for contributions to property are Article 66.1 of the Civil Code of the Russian Federation, Art. 27 of the Law “On LLC”, art. 32.2 of the Law “On JSC”.

If the charter of the receiving party is standard and does not contain detailed norms, then contribution to the property is possible only in money and only in proportion to all participants (shareholders). In an LLC, the decision on a contribution to property is made by no less than 2/3 of the votes. In a joint stock company, making a contribution is possible on the basis of an agreement approved by the Board of Directors, or by decision of the general meeting of shareholders.

At the same time, the Tax Code provides for two preferential mechanisms that make it possible to exempt inherently gratuitous deposits from taxation:

1. Gratuitous transfer of property and property rights on the basis of subclause 11, clause 1, article 251 of the Tax Code of the Russian Federation. It itself is possible in two forms:

transfer of property in favor of an organization whose authorized capital directly and/or indirectly consists of at least 50% of the contribution of the transferring party (“mother”, “grandmother” or an individual participant (shareholder);
"daughter's gift" This is a transfer from a subsidiary to the parent company, which directly and/or indirectly owns more than 50% of the authorized capital of the subsidiary.

2. Contribution to the property of a business company or partnership from its participant or shareholder. pp. 3.7 clause 1 art. 251 NK

In other words, the Tax Code differentiated these grounds, including by the time of their appearance in the law, giving them some specific application features.

Let's look at the mechanisms in detail.

Gratuitous transfer of property under clause 11, clause 1 of Art. 251 Tax Code of the Russian Federation

Firstly, there may be property and, from November 23, 2020, property rights.
Cash refers to property, non-cash money refers to property rights. Art. 128 Civil Code of the Russian Federation

Exemption from taxation in accordance with paragraphs. 11 clause 1 art. 251 of the Tax Code also applies to debt forgiveness. Resolution of the Arbitration Court of the Central District dated January 27, 2015 in case No. A23-1634/2014

Secondly, it is impossible to transfer them to third parties within one year from the date of receipt of property, property rights (except for funds).

In other words, significant restrictions are imposed on the use of property: you cannot sell it, rent it out, or otherwise dispose of the received property, as well as assign property rights. The logic of the legislator is clear - some kind of assistance from a participant in his company is exempt from taxation, because he transferred the property (property right) for its use, and not for renting or assignment.

The undoubted “trick” of this tax-free basis is the opportunity to make a contribution to the property not only from a direct participant, but also from a person who has an indirect share of participation through an intermediate company. For a contribution to be exempt from taxation, the share of indirect participation must also be at least 50%.

To calculate the share of indirect participation, it is necessary to multiply the shares of direct participation in each organization along the ownership chain. For example:

Is property included in the Criminal Code recognized as fixed assets?

The accounting regulations PBU No. 6/01 “Accounting for fixed assets” (Order of the Ministry of Finance of the Russian Federation No. 26n dated March 30, 2001) does not make a difference between assets included in the Criminal Code, acquired for a fee and received for other reasons by the enterprise.

The most important thing in recognizing an asset as a fixed asset is its simultaneous compliance with all the requirements specified in clause 4 of PBU No. 6/01:

the object is used in the manufacture of products, when performing work, providing services, or for management purposes of the company, or is intended to be provided for temporary possession and use or use for a fee;

the asset is intended for operation for a period of more than 12 months;

its subsequent resale is not intended;

and the asset itself is capable of generating income for the organization in the future.

If the property included in the Criminal Code meets all the above requirements, then it is recognized as a fixed asset.

At the same time, the enterprise is assigned the right to assets that meet the criteria of clause 4 of PBU No. 6/01, but do not exceed the value of 40 thousand rubles per unit :

taken into account as part of fixed assets and accrue depreciation on them (if its accrual is provided for by PBU No. 6/01), i.e. take them into account in account 01 “Fixed assets” or in account 03 “Income-generating investments in tangible assets” (if intended for transfer for temporary use and possession or use for a fee);

be taken into account as part of inventories (hereinafter referred to as inventories), i.e. on account 10 “Materials” and on an independent sub-account, for example, “Low-valued fixed assets”.

The decision made must be approved in the accounting policy of the enterprise.

In addition, it is not necessary to apply a cost restriction to all low-value fixed assets. The Accounting Policy may provide an additional criterion for classifying property as low-value. For example, assets worth up to 40 thousand rubles are written off as inventory if they quickly lose their consumer qualities, etc.

It is worth noting that the above options for the procedure for accounting for fixed assets are associated only with the choice of the procedure for writing off their value - at a time as part of the inventory or through depreciation over a certain period of use, but not less than 13 months (!). In both cases, assets are recognized as fixed assets.

But in the event of their one-time write-off as part of the inventory, it will be necessary to organize control over the subsequent movement of such assets. Since only their cost is written off, and they themselves do not leave the enterprise. For this purpose you can choose:

for example, the Inventory Book of the OS-6b form, which was approved by the State Statistics Committee of the Russian Federation in its Resolution No. 7 of January 21, 2003;

or develop this document yourself, guided by the provisions of Federal Law No. 402-FZ of 06.12.11. “On Accounting”, its Article 10, which sets out the requirements for accounting registers.

In fact, such assets - written off as part of inventories - will be taken into account off-balance sheet after their value is written off.

How long should they be kept under such control? PBU No. 6/01 does not speak directly about this. But it indirectly confirms that during their useful life, but not less than 13 months (clause 4, clause 5 of PBU No. 6/01).

For this purpose, an enterprise can “open” an additional off-balance sheet account, for example 012 “Low-valued fixed assets”. But to use this account, its opening must be agreed upon with the Ministry of Finance of the Russian Federation (Instructions for the Chart of Accounts, approved by order of the Ministry of Finance of the Russian Federation No. 94n dated October 31, 2000).

But the question is, at what cost should such assets be taken into account and written off in accounting?

"DAUGHTER'S GIFT"

The Tax Code allows tax-free transfer of property not only from “mother” or “grandmother”, but also in the opposite direction - from “daughter” to or to. Exemption is provided under sub-clause 11, clause 1 of Article 251 of the Tax Code, subject to compliance with an important condition - the direct and/or indirect share of the parent company in the authorized capital of the subsidiary is at least 50%.

Important!

It will not be possible to transfer a “child gift” to an individual participant without taxes. Such payment will be equivalent to dividends.

A “subsidiary gift” in some cases is an alternative to paying dividends when the conditions for a tax-free transfer of profit from a subsidiary to the parent organization are not met, in particular:

the holding period of 365 days has not been met;
In addition to the majority participant with a share of 50% or more, there are minority shareholders in whose favor you do not want to “distribute profits”: dividends are distributed in most cases proportionally, and such a requirement is not imposed on a “child gift”.

Increasing the formed authorized capital due to the contribution of participants

At a general meeting of the organization’s participants, a decision may be made to increase the authorized capital of the company (which has already been formed and paid). The procedure is provided for in Art. 19 Federal Law No. 14. To make a decision, 2/3 votes of participants are required (unless otherwise specified by the charter). The decision additionally indicates the size of the deposits, and also establishes the relationship between the cost of additional deposits and the amount by which the value of the participants’ shares will increase.

As a general rule, additional contributions are made within 2 months after the general meeting on this issue took place. However, otherwise may be specified in the charter.

A decision must be made on increasing the authorized capital. At the same time, a decision is made to amend the charter (since the authorized capital is increasing).

It is also possible for one participant to make a contribution based on his application, but this also requires a decision of the general meeting. There should be no prohibition on such actions in the charter, and the participants must vote unanimously, since an increase in the share of one participant entails a redistribution of the size of the shares of all participants.

The changes made and the charter must be registered with the Federal Tax Service.
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CONTRIBUTION TO PROPERTY under clause. 3.7. clause 1 art. 251 Tax Code of the Russian Federation.

Subp. 3.7. clause 1 art. 251 of the Tax Code allows the investments of participants, both in the form of property and in the form of property or non-property rights, to be exempt from taxation. In this case, the size of the participant’s share does not matter.

Article 251. Income not taken into account when determining the tax base
1. When determining the tax base, the following income is not taken into account: <…> 3.7) in the form of property, property rights or non-property rights in the amount of their monetary value, which were received as a contribution to property business company or partnership in the manner established by the civil legislation of the Russian Federation.
Tax Code of the Russian Federation

The provisions of this paragraph apply to virtually any method of increasing property, including increasing the assets of the company in the form of transfer of things, cash, shares/shares in companies or securities, or, for example, rights of claim under an assignment agreement.

! Sub-clause 3.7, clause 1 of Article 251 is relatively new and appeared in the Tax Code only in 2021. It replaced the famous sub-clause 3.4, which was popularly called “contribution to increase net assets”. Sub-clause 3.7 has a more concise content, referring to civil legislation - you can convey everything that is permitted by the Civil Code of the Russian Federation and special laws. The main thing is to provide for this in the individual charter of the company. Resolution of the Arbitration Court of the North Caucasus District dated 07/07/2020 in case No. A63-16832/2019

However, this method of tax-free transfer also has its limitations:

Property, property or non-property rights may be transferred only from the participant (shareholder)
the relevant business company. That is, transfer in the opposite direction - from the subsidiary to the parent company - is impossible.
Investments in property are possible only in relation to business entities or partnerships.
For example, such a contribution cannot be made to a production cooperative without tax consequences.

Formation and accounting of additional capital of an enterprise

This way you can finance your company free of charge.

Let’s take a closer look at the possibility of making such a contribution, its legislative justification, correct accounting procedures and tax consequences.

What do the laws say?

Federal legislation allows making gratuitous contributions to property assets, without affecting the amount of the authorized capital.

At first, this right applied only to LLCs: according to Art.

27 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”, the right of investors to contribute funds to the company’s fund is not limited.

Since mid-summer 2021, this possibility has been legally extended to joint-stock companies: Federal Law No. 339-FZ of July 3, 2021, which entered into force on July 15, introduced corresponding changes to the previously existing regulatory act.

Why should participants contribute funds to the company without increasing their share and authorized capital? Such financing is intended to solve several problems simultaneously:

increase the organization's net assets;
add additional working capital;
acquire the necessary material or other property;
improve reporting indicators on the balance sheet.

Unless otherwise provided in the Articles of Association, capital is contributed in cash. The law does not prohibit authorization to make a contribution in any form, such as:

movable property;
things;
real estate objects;
share in the authorized capital of another organization;
shares of any other company;
securities;
intangible assets (exclusive rights, licenses, patents, etc.).

IMPORTANT! The obligatory nature of such contributions is regulated solely by the decision of the founders and is included in the statutory documents.

The founder, especially if he is also a legal entity, transferring property free of charge to the organization’s fund, must correctly reflect this operation in his accounting documents.

Such an act cannot be recognized as a donation procedure, since its size, as a rule, exceeds the limits allowed for donations between organizations. In order for the ban on donations between legal entities, justified in paragraph 1 of Art.

575 of the Civil Code of the Russian Federation was not violated, the contribution of participants to the LLC should be considered as:

investment transaction;
generally accepted implementation.

FOR YOUR INFORMATION! In both cases, the contribution of property is considered a gratuitous transfer, so these funds are neither an expense of the transferring party nor the income of the receiving party.

On the balance sheet, the procedure for gratuitous return and acceptance of property assets is carried out in accordance with clause 11 of PBU 10/99 “Organizational Expenses”, Instructions for the Application of the Chart of Accounts and Letter of the Ministry of Finance of Russia dated January 29, 2008 No. 07-05-06/18.

Sending side wiring:

if a contribution is made in the form of cash: debit 91-2 “Other expenses”, credit 50 or 51 “Long-term loans” or 51 “Current accounts”, the content of the transaction indicates that a cash contribution is reflected;
if materials, goods, etc. are transferred to the property: debit 91-2 “Other expenses”, credit 10 “Fixed assets”, 40 “Authorized capital” or 41 “Share capital”, the content of the transaction is a reflection of the transfer of non-cash contributions of funds;
if any fixed asset is transferred to the property: debit 01 “Fixed assets” (disposal), 02 “Depreciation of fixed assets” or 91-2 “Other expenses”, credit 01 “Fixed assets” (operation), 01 “Retirement of fixed assets ", the reflected transaction is the write-off of the initial cost of a fixed asset, depreciation accrued on it, or the transfer of a non-cash contribution.

NOTE! If the contribution is made not in cash, but in property form, then the party receiving it will not be able to deduct VAT on this contribution.

As a result of gratuitous contributions made by the founders, the tax burden is slightly reduced if it is made to increase net assets. In all other cases, the contribution affects the tax accounting of the receiving party (changes the composition of the founders’ shares).

Profit tax will not be taken into account, since from a tax point of view, the transferred property is not profit, and therefore, expenses and costs associated with its transfer are not recognized (clause 16 of Article 270 of the Tax Code of the Russian Federation).

This allows you to finance a company without increasing its authorized capital and without changing the ratio of shares between owners and the nominal value of shares. Now it is enough to correctly register the deposit in accordance with the new requirements.

Contributions to the property of a joint-stock company are divided into voluntary and mandatory. The procedure and method of its execution depend on the type of deposit. The rules on donations and interested party transactions do not apply to the contribution agreement.

Shareholders can decide whether their contributions can be voluntary or mandatory. The type of contribution affects the order in which it is made.

Any shareholder, regardless of the type of joint stock company (public or non-public), can voluntarily contribute to the company’s property.

To do this, you need to obtain the approval of the board of directors and enter into an agreement with the company.

A contribution agreement is not considered a gift agreement. If the contribution is made by a shareholder - a commercial organization, this will not be a violation of the prohibition on donation (subclause 4, paragraph.

1 tbsp. 575 of the Civil Code of the Russian Federation). In addition, this agreement is not subject to the provisions on interested party transactions. And this fact greatly simplifies the procedure for registering a deposit.

As a voluntary contribution you can make:

cash;
things (movable and immovable property);
shares in authorized capital and shares of other companies;
state and municipal bonds;
intellectual rights subject to monetary value (exclusive right, right to obtain a patent, etc.);
rights under license agreements.

Mandatory deposits can only be made in non-public joint stock companies. The decision to make such contributions is made by the general meeting of shareholders, but for this it is first necessary to make changes to the charter.

As a mandatory contribution made on the basis of a decision of a meeting in a non-public company, only money can be made. Other options for making a contribution to the property of a joint-stock company may be provided for by the charter or a decision of the general meeting.

David Kapianidze, head of tax practice at BMS Law Firm

Income tax can reduce the attractiveness of contributions to the company's property for the company itself. In terms of income tax, contributions to property are not recognized as income, that is, there is no need to calculate tax on their value.

However, for this to happen several conditions must be met.

But the amendments also indicate that a decision of the general meeting of shareholders of a non-public company may establish the obligation to make property contributions in the form of cash.

This is where a conflict may arise, since if the shareholder owns less than 50 percent of the authorized capital or the property is transferred for subsequent sale, it will be necessary to reflect such an investment as income and pay tax. While no tax will be calculated on the financial investments of a shareholder owning more than 50 percent.

There is no way to avoid this. It will be the shareholder's responsibility to contribute in this case. Moreover, the company may file a claim for the fulfillment of this obligation. There are no changes to the value added tax. Contributions are not subject to VAT at the receiving party.

The right to make contributions to property is now provided for by law, so there is no need to additionally include provisions on this in the charter.

But if shareholders intend to introduce mandatory contributions to property, then it will be necessary to supplement the charter with new provisions.

True, the law provides for the opportunity to introduce mandatory deposits only for non-public joint stock companies.

Public societies

Public joint stock companies do not need to make changes to the charter. All the main provisions are already in the law.

The charter of a public company can only duplicate the provision on the right of participants of the joint-stock company to make contributions and detail the procedure for making contributions.

You can specify in the charter the acceptable form of contribution to the property and the procedure for making it.

The charter of a non-public joint stock company can provide for several important features of making contributions to property.

Feature one. It is possible to limit the maximum value and form of contribution for all or some shareholders. For example, establish that contributions to property are made only in cash, since accepting other property is burdensome for the company.

The limit on the size of the contribution can be not only in a certain amount of money, but also in percentage terms to the size of the authorized capital of the joint-stock company or to another value.

Feature two. It can be stated in the company's charter that the general meeting of shareholders has the right to make a decision on the mandatory making of contributions by all shareholders of the company.

In such a situation, making contributions will become not only the right of shareholders, but also an obligation in cases where the meeting decides on this.

Such conditions of the charter introduce additional powers for the general meeting of shareholders, which must also be indicated in the charter.

The law establishes that shareholders can only make a decision on mandatory contributions to property at a general meeting unanimously. The obligation to make contributions is borne by persons who had the status of shareholder on the date of the decision made by the general meeting.

If such a decision is made without introducing conditions on mandatory contributions into the charter, there is a possibility that the decision can be challenged. Similar situations were encountered in judicial practice in cases of making contributions to the property of an LLC.

Example 1

money (foreign currency and Russian rubles). At the same time, in accounting documents, reporting on which is submitted to the Federal Tax Service, currency funds cannot be shown, therefore their monetary value is converted into rubles at the Central Bank exchange rate;
shares (their par value is also indicated in the reporting);
property (office equipment, furniture, cars, production equipment, etc.). The issue of property valuation is regulated in Art. 15 Federal Law “On LLC”. If, in the opinion of the founder, the estimated value of the property that is transferred to the management company of the new organization he creates does not exceed 20,000 rubles, then the assessment process is carried out independently.
If it is immediately clear that the object of transfer is worth more than 20,000 rubles, the law obliges to hire a special independent appraiser, who will determine the real value of the transferred property.

ABOUT FORGIVING DEBT

As we have already mentioned, sub. 3.7. clause 1 art. 251 of the Tax Code of the Russian Federation replaced subclause 3.4, which directly provided for the possibility of contributing to property by forgiving a debt by a participant in his organization.

Article 251. Income not taken into account when determining the tax base
1. When determining the tax base, the following income is not taken into account: <…> 3.4) in the form of property, property rights or non-property rights in the amount of their monetary value, which are transferred to a business company or partnership in in order to increase net assets... This rule also applies to cases of increasing the net assets of a business company or partnership with a simultaneous decrease or termination of the obligations of the business company or partnership to the relevant shareholders or participants...
Tax Code of the Russian Federation as amended, in force until December 31, 2017

Currently there is no such clarification, although the possibility is still relevant.
Let's figure out whether it is now possible to forgive debt without taxes.

When the share of participation is 50% or more, then we can confidently refer to the clause already known to us. 11 clause 1 art. 251 of the Tax Code of the Russian Federation. Letter from the Ministry of Finance of Russia dated December 14, 2015 No. 03-03-07/72930; Resolution of the Arbitration Court of the Central District dated January 27, 2015 in case No. A23-1634/2014

If the share of participation in a subsidiary is less than 50%, then we can only be guided by subclause 3.7, clause 1, article 251 of the Tax Code of the Russian Federation.

Neither the Ministry of Finance of the Russian Federation nor the courts have yet voiced their position directly.

We believe that you can get out of the situation in this way:

At the first stage, the participant (shareholder) or the general meeting, as before, decides to make a contribution to the property. But not in the form of debt forgiveness, but by transferring funds, the amount of which is exactly equal to the debt formed to him (for example, the amount of an unrepaid loan).

Makes a decision, but does not implement it.

At the second stage, the participant (shareholder) - creditor signs an agreement with the subsidiary to offset counterclaims (in our example with a loan - obligations to repay the loan and make a cash contribution).

As a result, the subsidiary's obligation to the participant is extinguished tax-free.

To be on the safe side, in the charter of a subsidiary company, as well as when applying subclause 3.4, which has become invalid, it is advisable to include a provision on the possibility of making contributions to property not only in money.

Helping hand from the founder

The bank's refusal to carry out a transaction can be appealed

The Bank of Russia has developed requirements for an application that a bank client (organization, individual entrepreneur, individual) can send to an interdepartmental commission in the event that the bank refuses to make a payment or enter into a bank account (deposit) agreement. It is impossible to issue a copy of the SZV-M to a resigning employee.

According to the law on personal accounting, when dismissing an employee, the employer is obliged to provide him with copies of personalized reports (in particular, SZV-M and SZV-STAZH). However, these reporting forms are list-based, i.e. contain information about all employees. This means transferring a copy of such a report to one employee means disclosing the personal data of other employees. Dismissal of a parent of a disabled child: there are features

If an organization plans to reduce its staff and, among others, an employee who is the parent of a disabled child is affected by this reduction, the date of his dismissal may have to be postponed or his job may even have to be retained. What to do from April 16 to April 20

→ Accounting items

The article from the magazine “MAIN BOOK” is current as of November 22, 2013.

magazine No. 23, 2013

If the organization’s own resources are not enough for the organization’s current activities, participants can help fill the gap.

You can arrange for assistance in different ways: increase the authorized capital, make a contribution to the property of the LLC, or simply transfer assets free of charge. Each option has its pros and cons.

Increasing the authorized capital is a rather complicated procedure: you will need to hold a general meeting of participants twice, make changes to the charter and register them. From this point of view, free assistance is the simplest option.

But LLC participants can take a different route by obtaining assistance in the form of a contribution to property. In certain cases, from a tax perspective, this is more profitable than assistance received free of charge.

We'll tell you what you need to pay attention to so that you don't have to overpay taxes.

The tax code allows no income tax to be paid on any property received from participants, provided that the purpose of such transfer is to increase the net assets of the recipient company. Moreover, this rule applies regardless of the share of participation in the authorized capital of the organization, etc. 3.4 clause 1 art. 251 Tax Code of the Russian Federation;

If the contribution to the property is made in money, then no difficulties arise, VAT is not charged. But when transferring other assets (goods, materials, fixed assets, etc.), the participant must accrue and pay VAT to the budget on their market value, etc. 1 clause 1 art. 146, paragraph 2 of Art. 154 Tax Code of the Russian Federation. At least that’s what the Ministry of Finance thinks and Letters from the Ministry of Finance dated 21.08.

The transfer of fixed assets (intangible assets) as a contribution under a joint venture agreement is equivalent to their disposal (clause 29 of PBU 6/01, clause 34 of PBU 14/2007). The party to the agreement who made the contribution loses the exclusive right of ownership of these objects (Clause 1 of Article 1043 of the Civil Code of the Russian Federation). Therefore, such an operation falls under paragraph 14 of paragraph 3 of Article 346.16 of the Tax Code of the Russian Federation.

When transferring fixed assets (intangible assets) to a joint activity before the expiration of the standard period of use of these objects, the organization is obliged to restore previously written off expenses in the form of their value.

The tax base can be reduced only by the amount of depreciation of retired assets accrued during their operation according to the rules of Chapter 25 of the Tax Code of the Russian Federation. For more information, see

A SPOON OF TAR. VAT

But what will happen if a participant, for example a company on a special operating system, transfers not money, but property as a contribution? Is this transaction subject to VAT? Yes and no. In the sense that the transfer of property itself is not subject to VAT, but the transferring party (if it is on the general taxation system) must restore VAT on the residual value of the property. In this case, the restored value added tax can be included in expenses.

But the receiving party will not be able to deduct VAT, since it did not pay money for this property, because a contribution to property is a type of gratuitous transfer. So you can’t do without a fly in the ointment...

HOW TO RETURN YOUR INVESTMENT IN PROPERTY

A contribution to property made by an individual participant is irrevocable: unlike a loan, it cannot be demanded back. Some kind of return on investments made is only possible in the form of dividends. The same as for investments in the form of a contribution to the authorized capital.

However, unlike contributions to the authorized capital, the amount of contributions made to property will not count towards the costs of acquiring a share (shares) upon subsequent sale of the share (shares), exit or liquidation of the company.

There is an exception for participants - organizations - this is the opportunity to return, without income tax, an amount equivalent to a previously made contribution to the property of a business company or partnership (LLC, JSC, general partnership). Subclause 11.1, clause 1, Article 251 of the Tax Code of the Russian Federation Mandatory requirements:

the initial contribution was made in cash;
the return of the deposit was made in cash and within the limits of the previously made contribution to the property.

Details

Line 1350 of the balance sheet displays information about the amount of additional capital of the organization. According to the current legislation, the main sources of its formation are identified:

procedure for revaluation of non-current assets - increasing their initial value when bringing the value of property to market prices, for example, to attract additional financing for activities;
the positive difference between the nominal value of a joint stock company's own securities and the price of their sale to shareholders is the organization's share premium.

Note from the author! According to the federal law on joint stock companies, the minimum size of the authorized capital of public companies is 100 thousand.

UNDERWATER ROCKS

Any tax-free transactions traditionally attract the attention of regulatory authorities. Investing in property is no exception.

Tax authorities may attempt to deem a transfer of property and/or property/non-property rights between “related” entities to be economically unjustified if a reasonable “business purpose” is difficult to discern.

For example, a new member makes a generous contribution and immediately leaves the company. The tax authority will most likely say that the lender “investor” did not intend to participate in the company’s activities and receive profit from this activity, and his only goal in entering the business was the tax-free transfer of expensive property or funds.

EXAMPLE taxCOACH®

Let's look at how this tool can work successfully using the example of a case study by experts from the taxCOACH Center for the retail sector.

Let's imagine a business that is conducted within a Group of companies. Retail stores are independent legal entities. However, what about the profit of each operating point? You can use the investment in property that we already know!

Retail companies establish a legal entity (let's designate it as an investment center) and make agreed funds received from the sale of products as contributions to property. There is no need to pay income tax, and the investment center can freely manage the participants’ money, for example, by investing it in new areas of activity.

Valuation of property that is contributed to the authorized capital of the company

The value of the property is determined in the manner established by clause 2 of Art. 15 Federal Law No. 14. If an item costs less than 20,000 rubles, the participants determine its value independently, at a general meeting, without the involvement of specialists. As a result, the cost is indicated in the minutes of the meeting.

If the value of the property is more than 20,000 rubles, an independent appraiser must be involved. The cost is determined based on the appraisal report.

If the appraiser and the participant “agreed” and determined the value of the contributed property incorrectly, then when selling the company or selling its property in the event of bankruptcy proceedings being initiated, both the appraiser and the participant bear joint liability to the extent of the amount by which the value of the contribution was inflated.

This is an effective way to ensure that members of the organization do not abuse the opportunity to contribute property to an LLC, the price of which is undervalued.