Receiving property as a contribution to the authorized capital is a special operation. The founder must restore the “input” VAT on the transferred property. And the receiving party has the right to offset this tax. But only if certain requirements are met...
The company received fixed assets as a contribution to the authorized capital. When transferring the property, the founder did not highlight the restored VAT as a separate line in the accompanying documents. The accountant of the recipient company allocated the tax independently (at the estimated rate) and set it for deduction.
What is meant by a contribution to the authorized capital and in what form is it paid for?
If you decide to create a business company, you will need knowledge of civil, accounting and tax legislation.
We will talk about its individual important norms in our article. The contribution to the authorized capital (VUC) refers to the following made by the founders or participants of a business company:
- money;
- non-monetary assets (shares of other business entities, intellectual rights, things, etc.)
Find out in what order the authorized capital of an LLC is paid in the Typical Situation from ConsultantPlus. Get free demo access to K+ and go to the material to find out all the details of this procedure.
VUK allows:
- ensure the activities of the company at the initial stage after creation or support its financial capabilities during operation (with an increase in the authorized capital);
- determine the amount of debt the company owes to each founder, received by him after leaving the ownership group (the actual value of the share);
- ensure the interests of the company's creditors;
- assess the necessary conditions for interaction between the company and the founders (determining the degree of participation of the founder in making management decisions based on the size of the VUC, establishing the procedure for distributing profits, etc.).
Payment of the authorized capital depends on the type of VUC:
- cash VUK are transferred to the company's current account or deposited in its cash desk.
- property VUCs are transferred to society according to a special algorithm (we will talk about this later).
Find out how a nominal share in the authorized capital differs from a real one from the article “Why is the authorized capital of an LLC needed and can it be spent?”
Accounting
The founding organization's contributions to the authorized capitals of other organizations are accounted for in account 58 “Financial investments”. Reflect the debt on deposits by posting to the debit of account 58 in correspondence with the settlement account. For example, with account 76, to which open a separate sub-account “Calculations for contributions to the authorized (share) capital”:
Debit 58 Credit 76 subaccount “Settlements on contributions to the authorized (share) capital” - reflects the debt on contributions to the authorized capital of the subsidiary.
Make a note like this:
- when creating joint-stock companies or LLCs - on the basis of an agreement on the creation of a company or on the basis of a decision of the sole founder (shareholder, participant) (clause 5 of article 9 of the Law of December 26, 1995 No. 208-FZ, article 11 of the Law of February 8 1998 No. 14-FZ);
- when increasing the authorized capital:
- in joint-stock companies - on the basis of the minutes of the general meeting of shareholders on increasing the authorized capital (decision of the board of directors (supervisory board), if, in accordance with the charter, such a decision is within its competence) or the decision of the sole founder (shareholder) on this (Article 28, paragraph. 3, Article 47, Article 63 of the Law of December 26, 1995 No. 208-FZ);
- in an LLC - on the basis of the minutes of the general meeting of participants on increasing the authorized capital or the decision of the sole founder (participant) on this (Article 17–19, paragraph 6 of Article 37, Article 39 of the Law of February 8, 1998 No. 14-FZ ).
From the next month after the transfer of the fixed asset, stop accruing depreciation on it (clause 22 of PBU 6/01).
In accounting, reflect the disposal of fixed assets contributed as a contribution to the authorized capital at the residual value (clause 85 of the Methodological Instructions approved by Order of the Ministry of Finance of Russia dated October 13, 2003 No. 91n).
To account for the disposal of such property on account 01, open a separate sub-account “Retirement of fixed assets”. At the time of transfer of the object, reflect its original (replacement) cost in the debit of the account. For a loan - the amount of depreciation accrued during the period of operation of the disposed facility. In this case, make the following entries:
Debit 01 subaccount “Disposal of fixed assets” Credit 01 – reflects the initial (replacement) cost of the fixed asset transferred to the authorized capital of the subsidiary;
Debit 02 Credit 01 subaccount “Disposal of fixed assets” - reflects depreciation accrued for the period of operation of the facility transferred to the authorized capital of the subsidiary.
As a result, the balance on account 01 “Retirement of fixed assets” will reflect the residual value of the transferred fixed asset. Determine the residual value using the formula:
| Residual value of fixed asset | = | Initial (replacement) cost of fixed assets | – | The amount of accrued depreciation during the operating period |
Reflect the transfer of fixed assets to the authorized capital of another organization by posting:
Debit 76 subaccount “Calculations for contributions to the authorized (share) capital” Credit 01 subaccount “Disposal of fixed assets” - a fixed asset was made as a contribution to the authorized capital of a subsidiary.
If the residual value of the transferred fixed asset differs from its valuation agreed upon by the founders, take into account the difference as part of other income or expenses. Make the following wiring:
Debit 76 subaccount “Calculations for contributions to the authorized (share) capital” Credit 91-1 - reflects the positive difference between the valuation of the fixed asset agreed upon by the founders and its residual value;
Debit 91-2 Credit 76 subaccount “Calculations for contributions to the authorized (share) capital” - reflects the negative difference between the valuation of the fixed asset agreed upon by the founders and its residual value.
This procedure is provided for in paragraph 85 of the Methodological Instructions, approved by Order of the Ministry of Finance of Russia dated October 13, 2003 No. 91n, and the Instructions for the chart of accounts (accounts 01, 76, 91).
Stages of contributing property to the authorized capital
The procedure for entering VUK with property includes several stages:
- stage 1 - description in the constituent documents of the company of the possibility of entering the VUK with property and the procedure for carrying out this procedure;
- stage 2 - confirmation by the founder of the rights to the transferred property VUC;
- stage 3 - independent assessment of the transferred property;
- stage 4 - approval of the results of the assessment of the VUK by the founders (drawing up minutes of the general meeting of owners or other similar document);
- stage 5 - registration of the fact of transfer of property as a VUK (signing of the transfer and acceptance certificate);
- stage 6 - implementation of VUK accounting procedures in the tax and accounting system;
- stage 7 - the founders and the appraiser bear subsidiary liability for the unreliable amount of the property valuation.
In the following sections we will dwell in more detail on the individual features of this procedure.
Legal issues
There is a widespread opinion that contributions to the authorized capital can only be made when creating an organization, when this capital itself is being formed.
This is wrong. The legislation allows for an increase in the authorized capital for long-established organizations, which is an undoubted advantage of this method of transferring property as a contribution to the authorized capital. Moreover, if we take into account that in the case under consideration both companies are actually controlled by one owner, then there will be no problems with the legal formalization of the decision to increase the capital. True, it is worth noting here that increasing the authorized capital requires changes in the constituent documents and state registration of changes. And this procedure is associated with the expenditure of time and certain funds. Another advantage of the method under consideration is that the contribution to the management company can be not only money, but also any other property: securities, things, property rights, and other rights that have a monetary value. However, when making “material” deposits, you must remember that they must be given a monetary value. In this case, the assessment is carried out by the company itself (more precisely, the general meeting), only on the condition that the value of the share, in payment for which the property is transferred, does not exceed 20 thousand rubles. More “expensive” property contributions require the involvement of an appraiser and, accordingly, the cost of his services.
Concluding a small legal educational program, let us remind you of a very important condition: contributions to the authorized capital can only be made by an organization that is a shareholder or participant in the company. Accordingly, if there are no such relations between the “donor” and the “recipient”, then the method in question cannot be applied (by the way, do not forget that the tax office must be notified about each case of participation of one organization in another (subclause 2, paragraph 2, article 23 of the Tax Code RF)).
What norm of the Civil Code of the Russian Federation should be taken into account in the procedure for a company to receive contributions to the authorized capital with property?
If you are establishing a business company, when forming the authorized capital, you must take into account the requirements of Art. 66.2 of the Civil Code of the Russian Federation - clause 2 of this article contains a rule on the mandatory payment in money of the minimum amount of the authorized capital.
Property contributions are permissible only in the remaining part of the authorized capital if it exceeds the minimum amount permitted by law.
Let's explain with an example:
In the constituent agreement of TSK Plus LLC, the size of the authorized capital is indicated as 100,000 rubles.
The founder of the company intended to contribute equipment as a VUK. Taking into account the norms of the Civil Code of the Russian Federation and the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ (hereinafter referred to as the LLC Law), he calculated the monetary and non-monetary components of the authorized capital:
VUK = DV + NDV,
100 000 = 10 000 + 90 000,
Where:
DV—minimum authorized capital for an LLC (Clause 1, Article 14 of the LLC Law);
NDV - the amount of the authorized capital minus the above minimum amount.
The founder formed the authorized capital in the following order:
- 10,000 rub. — transferred to the bank account of TSK Plus LLC;
- 90,000 rub. - transferred equipment to the company for this amount (after receiving an independent assessment of the value of this property and approval of the assessment results).
ConsultantPlus experts explained how to determine and approve the value of property contributed to the authorized capital of an LLC. If you do not have access to the K+ system, get a trial online access for free.
It is also necessary to pay special attention to the content of such a constituent document as the protocol (or decision) on the creation of the company.
As judicial practice shows (for example, the decision of the Arbitration Court of the Sverdlovsk Region dated 08/02/2016 in case No. A60-12861/2016), the absence in the decision to create a company of a description of the conditions for the formation of the authorized capital can lead to refusal of state registration of the company.
According to tax authorities and judges, such mandatory information includes the following information:
- on the size and nominal value of the founder’s share;
- the procedure and timing of payment of the authorized capital.
In such a situation, it will no longer matter in what form the VUC is contributed (property or money) - the possibility of the existence of society itself will be in question.
UTII
The object of UTII taxation is imputed income (clause 1 of Article 346.29 of the Tax Code of the Russian Federation). Therefore, expenses associated with the transfer of fixed assets to the authorized capital of another organization do not affect the calculation of the single tax.
When transferring fixed assets, prepare primary accounting documents according to the forms approved by Decree of the State Statistics Committee of Russia dated January 21, 2003 No. 7. Reflect all transactions related to the transfer of fixed assets using the Chart of Accounts and the double entry method. This must be done, since organizations that pay UTII are required to keep accounting records in full (Part 1, Article 2 of Law No. 402-FZ of December 6, 2011).
“Accounting” stage for property contribution
Property VUK reflect:
- in accounting - at the cost agreed by the founders (using posting Dt 75 “Settlements with founders” Kt 80 “Authorized capital”);
- in tax accounting - according to the tax accounting data of the transferring party.
A variety of property (fixed assets, inventories, goods, etc.) can act as a property asset, therefore, it is necessary to apply the appropriate accounting and tax accounting standards to the accounting of each individual type of property asset asset.
Let us consider, using an example, the features of the transfer by the founder and the receipt by the company in the form of a VUK of property that meets the criteria of a fixed asset:
LLC "X" received a used lathe from PJSC "U" as a VUK.
Initial data:
- the initial and residual cost of the machine, according to the transferring party, is 2.5 million rubles. and 1.8 million rubles. respectively;
- the size of the VUK according to the act of an independent appraiser and constituent documents - 2 million rubles;
- There are no additional expenses for the transfer of the machine as a VUK.
The following entries will be made in the accounting of the transferring party (PJSC “U”):
| Account correspondence | Amount, rub. | Content | |
| Debit | Credit | ||
| 58 | 76 | 2 000 000 | Reflection of debt on payment of authorized capital |
| 01 | 01 | 2 500 000 | Write-off of the initial cost of fixed assets transferred as VUK |
| 02 | 01 | 700 000 (2 500 000 – 1 800 000) | Write-off of accrued depreciation of a lathe |
| 76 | 01 | 1 800 000 | Write-off of the residual value of the machine |
| 19 | 68 | 324 000 (1 800 000 × 18%) | Recovering VAT from the residual value of the machine |
| 91 | 19 | 324 000 | Recovered VAT included in other expenses |
In the accounting of the receiving party (LLC “X”):
- debt to PJSC “U” under VUK: Dt 75 Kt 80 in the amount of 2 million rubles. (the value of the property VUK confirmed by an independent appraiser and approved by the founders).
- the cost of the machine received as a VUK is reflected by the posting: Dt 08 Kt 75 in the amount of 2 million rubles. (after putting the machine into operation: Dt 01 Kt 08).
How to show the authorized capital in the reporting, says the material “In which section is the authorized capital reflected in the balance sheet?”
Contribution to property
The second method of transferring property, which we will consider today, is a contribution to the organization’s property. Let's make a few reservations right away. Firstly, this option can only be used in relation to an LLC. Secondly, the “donor” must officially take part in the LLC - “recipient” (or vice versa, the “recipient” must take part in the LLC - “donor”). Thirdly, the share of this participation must exceed 50 percent - otherwise the taxes arising in connection with such a transaction will deprive it of any meaning. But more on that later.
The advantages of this method of transferring property include the absence of the need to make changes to the constituent documents, since the contribution to the organization’s property does not affect its authorized capital. And since there is no need to make changes to the documents, then there is no need to register these changes with the tax office. Which, in turn, means no financial costs or labor costs.
Another advantage of this option is that for any value of the contribution there is no need to involve an independent appraiser. Finally, legislators generally do not limit in any way not only the cost of deposits, but also their frequency. It is enough just to include a condition on the possibility of making such contributions in the organization’s charter (Article 27 of the Federal Law of 02/08/98 No. 14-FZ). Specific contributions, their cost and frequency are determined by the decision of the general meeting of participants. At the same time, the law allows contributions not only in proportion to shares in the authorized capital of the company, but also in any other options if they are provided for by the charter of the organization receiving the contribution.
All this makes this tool a convenient way to “transfer” property between parent and subsidiary organizations.
Tax subtleties of accounting for property contributions
Income tax
In tax accounting, property received in the form of VUK that meets the criteria of a fixed asset (FA):
- is not recognized as income of the company (subparagraph 3, paragraph 1, article 251, subparagraph 1, paragraph 1, article 277 of the Tax Code of the Russian Federation);
- is accounted for at historical cost (OSC), calculated using the formula:
PSOS = OSPS + DRPS,
Where:
OSPS - residual value of fixed assets according to the tax accounting data of the transferor;
DRPS - additional expenses of the transferring party associated with the transfer of property to the VUK (if these expenses are defined as the VUK - subclause 2, clause 1, article 277 of the Tax Code of the Russian Federation).
If the receiving party does not have documentary evidence of the value of the property VUC in tax accounting, it is recognized as zero (subclause 2, clause 1, article 277 of the Tax Code of the Russian Federation).
Property tax
Property received by the company as a capital asset, accounted for on its balance sheet as a fixed asset, is subject to property tax:
- based on the cadastral value - if the property transferred as a VUK is included in the list of objects for which the tax base is determined as their cadastral value (regardless of the estimated value of the transferred property);
- average annual value according to accounting data - if the property received is not included in the specified list.
Find out about the tax rate for “cadastral” real estate from the article “Step-by-step instructions for calculating property tax from the cadastral value.”
simplified tax system
When transferring a fixed asset to the authorized capital of a subsidiary, the organization applying the simplification does not have any income or expenses (Articles 346.15, 346.16 of the Tax Code of the Russian Federation).
When transferring fixed assets, draw up primary accounting documents according to the forms approved by Decree of the State Statistics Committee of Russia dated January 21, 2003 No. 7. This must be done, since organizations using the simplified procedure are required to keep accounting, including fixed assets, in the general manner (h 1 Article 2 of the Law of December 6, 2011 No. 402-FZ, letter of the Ministry of Finance of Russia dated October 23, 2012 No. 03-11-09/80). Therefore, it is mandatory to reflect transactions on the transfer of property to the authorized capital using the Chart of Accounts and the double entry method.
Results
Contribution of the authorized capital with property occurs in several stages - the founders provide for this possibility in the constituent documents, organize an independent assessment of the property contribution, approve its results, etc. Contribution to the authorized capital with property is possible only after payment in money of the minimum amount established by law.
You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.
Documenting
When transferring an object of fixed assets to the authorized capital of another organization (i.e. at the time of transfer of ownership of the object to the recipient), draw up a primary document, for example, fill out an act in form No. OS-1 (instructions approved by the Decree of the State Statistics Committee of Russia dated January 21, 2003 No. 7, Part 3, Article 9 of the Law of December 6, 2011 No. 402-FZ). The basis for drawing up the act is the technical documentation for the fixed asset, as well as accounting data. For example, turnover on account 02 “Depreciation of fixed assets” will allow you to fill in information about the amount of accrued depreciation. Draw up the act in two copies, one of which is given to the recipient. When drawing up the act, do not fill out the section “Information on fixed assets as of the date of acceptance for accounting.” The recipient must fill it out in his copy of the act. Both copies of the act must be signed and approved by both the shareholder organization (participant) and the recipient.
In the act in form No. OS-1, indicate:
- number and date of compilation;
- full name of the fixed asset according to the technical documentation;
- name of the manufacturer;
- place of transfer of the fixed asset;
- factory and assigned inventory numbers of the fixed asset;
- depreciation group number, useful life of the fixed asset and actual service life;
- the amount of depreciation accrued before the transfer of the fixed asset, its residual value;
- information about the content of precious metals and stones;
- other characteristics of the fixed asset.
The act must contain the conclusion of the commission, which is created in the organization to control the disposal of fixed assets. The members of the commission must be the chief accountant, financially responsible persons and other employees appointed by the manager. The composition of the commission must be approved by the head of the organization by issuing an order.
This procedure follows from the instructions approved by Decree of the State Statistics Committee of Russia dated January 21, 2003 No. 7, and paragraphs 77–81 of the Methodological Instructions approved by Order of the Ministry of Finance of Russia dated October 13, 2003 No. 91n.
If the organization contributes a building as a contribution to the authorized capital, draw up an act in form No. OS-1a. If an organization transfers several homogeneous fixed assets, draw up an act in form No. OS-1b. When filling out these acts, use the same procedure as when drawing up an act in form No. OS-1. This procedure is provided for by the instructions approved by Resolution of the State Statistics Committee of Russia dated January 21, 2003 No. 7.
Simultaneously with drawing up the act in form No. OS-1 (OS-1a, OS-1b), enter information about the disposal of fixed assets in the inventory card in form No. OS-6 (OS-6a) or in the inventory book in form No. OS-6b ( intended for small businesses). Enter the information on the basis of the transfer and acceptance certificate drawn up at the time of transfer of the fixed asset. This procedure is provided for by the instructions approved by Resolution of the State Statistics Committee of Russia dated January 21, 2003 No. 7.
If an organization receives a fixed asset containing precious metals, at the end of the year it will have to draw up a report according to Form No. 4-DM, approved by Rosstat Resolution No. 88 of November 14, 2007. In the report, indicate the amount of precious metals contained in the fixed asset.
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