The authorized capital has not been paid in full, what should I do? What sanctions are provided for founders for late payment of shares in the authorized capital? The founder did not contribute the authorized capital. Consequences.

The deadline for contributing the authorized capital to the LLC is 2019, which is set in order for the participant to comply with the requirements for the proper fulfillment of obligations to form the authorized capital of the company. Read about the risks of a participant in case of violation of such a deadline, as well as what happens to the unpaid share in our article.

Deadline for making a contribution to the authorized capital when opening an LLC

The authorized capital is formed from the contributions of the founders of the company. Payment of their shares is entirely the responsibility of the founders. Payment for the share must be made at a price not lower than its nominal value.

IMPORTANT! It is impossible to relieve a person from the obligation to pay a share (Article 16 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ).

According to general rules, payment can be made:

• money;
• shares;
• any property subject to monetary valuation (Clause 1, Article 15 of Law No. 14-FZ).

The deadline for making such a contribution is determined by the decision to create the organization. You can read about the requirements for its content in the article “Drawing up minutes of the meeting of founders on the creation of an LLC.”

In this case, the payment period cannot exceed 4 months from the moment the company was registered.

Payment of a share is associated with the opportunity for the founder to vote, since such a right is granted only within the limits of its paid part (paragraph 3, paragraph 3, article 16 of Law No. 14-FZ).

IMPORTANT! The founders can provide for liability for non-payment of shares in the form of a penalty, fixing such a condition in the document on the creation of the company.

What confirms the fact of making a share?

In a dispute about whether a person who participated in the creation of a company has the status of its participant, the fact of payment of a share or the full formation of the authorized capital is taken into account. If, according to the law, the circumstances of the case are confirmed by certain evidence, other evidence cannot serve as confirmation (Article 68 of the Arbitration Procedure Code of the Russian Federation).

However, Law No. 14-FZ does not explain how the fact of making a share is confirmed, especially since various forms of payment are acceptable (see the article How to make payment for a share in the authorized capital of an LLC?). In this regard, the courts in practice determine whether the document presented by the participant confirms the fact of payment of the share.

For example, evidence of a contribution may include (resolution of the 17th Arbitration Court dated July 29, 2016 No. 17AP-8085/16):

• act of acceptance and transfer;
• an accounting document confirming the fact of placing the transferred property on the balance sheet;
• receipt for the cash receipt order;
• payment order;
• account statement.

It is also taken into account whether the person takes any actions to exercise the rights granted to the company participant, enshrined in Part 1 of Art. 8 of Law No. 14-FZ, as well as other circumstances worthy of attention.

This is also evidenced by judicial practice, for example, decisions of Arbitration Courts:

• North Caucasus District dated March 22, 2016 No. A53-9033/2015;
• Volga-Vyatka District dated March 17, 2016 No. A29-4606/2015;
• Moscow District dated April 19, 2016 No. A41-19853/2015.

If the share is not paid on time

Failure to pay the share on time will result in negative consequences for the founder. Namely: such a person does not receive the status of a participant and is not given the right to vote (resolution of the Arbitration Court of the Ural District dated April 21, 2016 No. F09-2008/16).

It is important to understand that when registering a legal entity, data on the shares of participants and their value are entered into the unified register, including cases when the shares are not fully paid. This means that the presence of such information in the register does not indicate that the actual contribution was made.

If the authorized capital is not paid in full within 1 year from the date of registration, the company must take one of the following measures (Part 2 of Article 20 of Law No. 14-FZ):

• reduce the authorized capital to the amount actually paid;
• make a decision on its liquidation.

IMPORTANT! A separate violation of legal requirements committed during the creation of a person is not enough to liquidate it, provided that such a violation can be eliminated (clause 28 of the Resolution of the Plenum of the Armed Forces of the Russian Federation dated June 23, 2015 No. 25).

The part of the share not paid on time passes to the company. The following rules apply to such shares:

• they are not considered when determining the voting results;
• are not shared between members of the company or third parties;
• are not sold at a price lower than the nominal price;
• are repaid.

The company, in turn, must realize this share (Article 24 of Law No. 14-FZ).

The body that registers legal entities is informed about all changes related to the transfer, sale, redemption of a share or its part.

Compliance with the deadlines for contributing the authorized capital to the LLC is mandatory, as it gives rise to rights and obligations for both the company and its participants. Moreover, violation of established deadlines entails the risk of negative consequences for these persons and the need to prove their rights through the court.

The sole founder of the LLC did not make a contribution to the authorized capital on time. What sanctions are provided for such a violation?

Question:The sole founder of the LLC did not make a contribution to the authorized capital on time. What sanctions are provided for such a violation?

Answer:There is no administrative liability (fine) for an organization or founder that fails to pay its share on time.

But civil liability can be applied to the founder - the company can collect a penalty (fine, penalty) from him for failure to fulfill the obligation to pay the share, but only if the agreement on the establishment of the company (or the decision of the sole founder on the establishment of the LLC) contains a condition on this.

However, a founder who has not fully paid for his share receives the right to vote only within the limits of the paid part. That is, he cannot fully use the right to participate in the management of the company’s affairs (clause 3 of Article 16 of the LLC Law). In case

the sole founder has not paid for 100% of the share; he has no right to make decisions on activities.

In this case, the founder who has not paid for his share may lose it - the unpaid part becomes the property of the company and must be sold by it within 1 year. But this is relevant for companies with several founders, and an LLC with a single founder cannot receive 100% of the founder’s share and make a decision on its distribution - because in this case there will be no one to make the decision, and the company cannot exist without a founder. It is also not possible to pay off a 100% share and make a decision to reduce the authorized capital or liquidate the company, because only the founder can make a decision on this.

Therefore, despite the non-payment of the share, there will be no legally established negative consequences for an LLC with a single founder who has not paid 100% of the share. However, the founder should pay for his share in the authorized capital, at least partially, as soon as possible, since without this he does not have the right to make decisions about the activities of the LLC, which can greatly complicate his work.

If the sole founder has partially paid for the share, only the unpaid part of the share passes to the company, and the sole founder has the right to make a decision on its sale (for example, on transfer (distribution) to himself, setting a new deadline for its payment).

Rationale

How to pay the authorized capital when establishing an LLC

When creating an LLC, each founder must fully pay for his share in the authorized capital of the company. It is impossible to release the founders from such an obligation (Clause 1, Article 16 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”; hereinafter referred to as the LLC Law). However, another person has the right to pay for the founder’s share.

When is it necessary to pay for a share in the authorized capital of an LLC?

The founder must pay his share within a period determined by:

• agreement on the establishment of an LLC (if the company is founded by several persons);
• decision to establish an LLC (if the company is founded by one person).

In any case, this period cannot exceed four months from the date of state registration of the company.

Such rules are established in paragraph 1 of Article 16 of the LLC Law.

Are the founders of an LLC obliged to pay part of its authorized capital at the time of state registration of the company?

No, you don't have to.

Previously (until May 5, 2014), there was a rule according to which, at the time of registration of an LLC, the founders had to pay at least half of the authorized capital.

Currently, this rule has been canceled (Clause 2 of Article 2 of the Federal Law of May 5, 2014 No. 129-FZ “On Amendments to Article 90 of Part One of the Civil Code of the Russian Federation and Article 16 of the Federal Law “On Limited Liability Companies” ).

Now the founders of an LLC may not pay the authorized capital at all until the company is registered. The main thing is to do this within four months from the date of registration of the LLC.

This arrangement makes it easier to create a society.

Previously, it was necessary to perform, in particular, the following actions:

• open a savings account and deposit at least half of the authorized capital into it;
• register an LLC;
• open a current account of the company and transfer the remaining (unpaid) part of the authorized capital to it.

There is no need to open a savings account at this time. To pay the entire authorized capital, it is more convenient to use a current account opened after registration of the company.

In what order should you pay for your share in the authorized capital of an LLC?

Each founder must pay for his share at a price not lower than its nominal value (Clause 1, Article 16 of the LLC Law).

Depending on what property the authorized capital is paid for, the form of payment can be either monetary or non-monetary.

Cash form of payment

A share in the authorized capital can be paid in cash either in non-cash form or in cash.

To pay for the share in non-cash form, funds must be transferred to:

• to the company’s savings account (if payment is made before registering the LLC);
• to the LLC's current account (if it has already been opened and the company itself has been registered).

In cash you can:

• deposit into the bank's cash desk into the company's savings or current account;
• transfer to the founder authorized to form the authorized capital in accordance with the agreement on the establishment of the LLC.

Non-monetary form of payment

If a non-monetary asset is contributed to pay for shares (property rights, things that are not money, etc.), it is necessary to carry out a monetary valuation (Clause 2 of Article 15 of the LLC Law). The assessment is approved by a decision of the general meeting of company participants. When making such a decision, the following rules must be taken into account:

• the decision must be made unanimously by all participants in the company;
• The monetary valuation must be carried out by an independent appraiser (paragraph 2, clause 2, article 66.2 of the Civil Code of the Russian Federation). Moreover, the nominal value or increase in the nominal value of the participant’s share, which is paid in kind, does not matter.

Non-monetary funds are transferred to the company as follows:

1) thing (computer, car, etc.) - according to the acceptance certificate;

If, to pay for a share in the authorized capital of an LLC, real estate that belongs to a state or municipal unitary enterprise with the right of economic management is contributed, then such an enterprise can contribute it only with the consent of the owner of this property

On general grounds, liquidation through the court.
Also look at the letter.

THE FEDERAL TAX SERVICE

ABOUT THE APPLICATION OF DISQUALIFICATION

The Federal Tax Service sends a review of the use of disqualification of officials of organizations as a sanction for violations of state registration legislation for use and communication to lower registration (tax) authorities.

D.A. CHUSHKIN

Application
to the letter from the Federal Tax Service of Russia
dated 09/13/2005 N ChD-6-09/761@

OVERVIEW ON THE ISSUE OF APPLICATION OF DISQUALIFICATION
AS A SANCTION FOR VIOLATION OF LAW
ABOUT STATE REGISTRATION

1. General provisions on disqualification of officials of organizations
Article 1 of the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation) enshrines the principle of freedom of citizens (individuals) and legal entities in acquiring and exercising civil rights provided for by law. Civil rights may be limited on the basis of federal law in the cases specified therein.
In accordance with Articles 8, 17 of the Civil Code of the Russian Federation, civil legal capacity is, first of all, the general ability of a citizen to be a bearer of civil rights and obligations, both provided for and not provided for by law. It is the legal capacity of a citizen that is a prerequisite for the possession of specific subjective rights, which arise only in the presence of certain legal facts - actions and events.
Legal capacity is a special subjective right that is protected by the state from any attacks, primarily from attempts to prevent a citizen from exercising his legal capacity.
According to the provisions of Article 22 of the Civil Code of the Russian Federation, no one can be limited in legal capacity and capacity except in cases and in the manner established by law. Limitations on this right include both prohibitions on carrying out certain types of business activities and prohibitions on engaging in any types of business activities for individual entities.
Existing restrictions on the right to carry out entrepreneurial activities can be classified as follows:
a) restrictions related to professional activities;
b) restrictions imposed in connection with the offense committed;
c) restrictions associated with declaring an individual entrepreneur insolvent (bankrupt);
d) age restrictions, as well as restrictions related to declaring a person incompetent in the prescribed manner;
e) restrictions applied to legal entities as business entities.
One of the cases of “defeat of rights” of an individual, that is, restriction of his legal capacity in terms of exercising the right to carry out entrepreneurial activities, is disqualification. The establishment of disqualification as one of the types of administrative punishment, in accordance with Article 3.2 of the Code of the Russian Federation on Administrative Offenses (hereinafter referred to as the Code of Administrative Offenses of the Russian Federation), is a fundamental innovation in administrative legislation.
It should be noted that in the UK, disqualification as a sanction has been used since 1986, with the adoption of the Disqualification of Directors Act.
In accordance with Article 3.11 of the Code of Administrative Offenses of the Russian Federation, disqualification consists of depriving a person of the right to occupy leadership positions in the executive body of a legal entity, to join the board of directors (supervisory board), to carry out entrepreneurial activities to manage a legal entity, as well as to manage a legal entity in other cases, provided for by the legislation of the Russian Federation.
Disqualification is a restriction of the right to work and the right to freely use one’s abilities and property for business activities. A court decision establishes a ban on the exercise of: 1) organizational and administrative or administrative and economic functions in a body of a legal entity; 2) powers of a member of the board of directors

In accordance with Art. 16 of the Federal Law "On Limited Liability Companies" dated 02/08/1998 N 14-FZ1 each founder of the company must pay in full his share in the authorized capital company within the period determined by the agreement on the establishment of the company or in the case of the establishment of the company by one person by the decision on the establishment of the company.

Closing an LLC without contributing authorized capital

The term of such payment cannot exceed four months from the moment of state registration of the company. In this case, the share of each founder of the company can be paid at a price not lower than its nominal value.

It is not permitted to release the founder of a company from the obligation to pay for a share in the authorized capital of the company.

In case of incomplete payment of a share in the authorized capital of the company within the period determined in accordance with paragraph 1 of this article, the unpaid part of the share passes to the company. Such part of the share must be sold by the company in the manner and within the time limits established by Article 24 of this Federal Law.

The agreement on the establishment of a company may provide for the collection of a penalty (fine, penalty) for failure to fulfill the obligation to pay for shares in the authorized capital of the company.

The share of the founder of the company, unless otherwise provided by the charter of the company, provides the right to vote only within the limits of the paid part of the share belonging to him.

Thus, the law establishes only the obligation to pay each participant’s share in the authorized capital, as well as the obligation to distribute his share among the company’s participants in the event of non-payment within four months.

No liability to the state for non-payment of shares in the authorized capital has been established.

At the same time, you are also required to go through established liquidation procedures related to the adoption and execution of a decision by the LLC body authorized to liquidate, submission of a corresponding message to the tax service, appointment of a liquidation commission or liquidator, and a possible tax audit.

By the way, if you managed to open a bank account for the company, then you will need to go through the hassle of closing it.

If you do not promptly take these steps, you may indeed later face liability for violating the obligation to file a tax return, which occurs at the end of the calendar year and must be fulfilled even if there is no activity and zero income.

Until 2014, there was a provision according to which the founders, at the time of state registration, had to contribute at least 50% of the authorized capital to the cash desk of the legal entity, and pay the remaining amount in the next 12 months. The current legislation has abolished this provision. Now the formation of authorized capital is possible even after registration with the Federal Tax Service. But this must be done no later than 4 months from the date of completion of the registration procedure. Under such conditions, there is a high probability that the founders will forget about the need to form an authorized capital, because many beginning businessmen do not have sufficient knowledge for accounting and cannot competently organize the process.

This article will discuss the need for timely payment of authorized capital funds and the possible consequences of non-payment.

Why is this requirement mandatory?

The creation of an authorized capital is one of the main conditions for registering a legal entity. This term is usually understood as the totality of shares of the founders. Today the minimum capital amount is 10 thousand rubles, it can be contributed in two ways:

• through the cash register of LLC;
• to a bank account, which a legal entity has the right to open only after completing the registration procedure with the Federal Tax Service.

The authorized capital is especially important in cases where an organization is created by several founders. After all, often irresolvable disagreements arise between co-founders who have worked together for some time, resulting in the termination of the joint business. And then the former partners use every opportunity to “merge” the other, and failure to pay for a share in the authorized capital is an excellent reason for this. In accordance with the provisions of Art. 16 No. 14-FZ, the unpaid share becomes the property of the company, and then is used at its discretion, for example, distributed among the remaining members. It turns out that if one of the founders has not paid for his share, his partners have the right to petition for its transfer into the ownership of the company for the purpose of further sale or distribution.

Unfortunately, such situations are not uncommon; lawyers encounter them every day.

• try to deposit an amount equivalent to the size of your share into the LLC’s current account immediately after completing the registration procedure.

  Consequences of late payment of a share in the authorized capital of an LLC

• keep the receipt for payment of the share in the authorized capital (it must indicate the purpose of the payment). In case of legal proceedings, the receipt will be proof of timely payment;
• sometimes look at an extract from the Unified State Register of Legal Entities for the organization in which you participate;
• Before signing, carefully study all the clauses of the LLC establishment agreement. It may contain provisions providing for penalties (fines, interest, etc.) for late payment of contributions to the authorized capital of the organization.

Registration of the transfer of an unpaid share in the authorized capital of an LLC - 12,200 rubles (including notary costs).

Registration of transfer of share

The difficulty in re-registering rights to a share lies in the fact that the registration authority (IFTS) requires the presentation of a document confirming the legality of such an action (decision made by members of the organization). Such a requirement, in the opinion of most lawyers, is absurd, because the transition occurs in accordance with the norms of the law, and not by the decision of society participants. The law states that in case of non-payment, the share must be transferred to the company for the purpose of subsequent sale. There are no other options.

In most cases, the unpaid share is distributed among other members of the society. The rights to it can be transferred to third parties only with the unanimous consent of all founders. The fact is that when a new participant joins, a redistribution of the size of shares occurs, and this is a serious and difficult procedure that requires registration with the Federal Tax Service.

Other consequences

If the authorized capital is not formed within the period established by the norms of Russian legislation (4 months), then employees of the Federal Tax Service have the right to apply to the court with a petition to liquidate the legal entity. Administrative sanctions (fines, penalties, penalties, etc.) are not applied in this case, and the likelihood that the LLC will be liquidated by court decision is quite high.

2.2. If the founder has not fully paid his share...

As required by paragraph 1 of Article 16 of Law No. 14-FZ, each founder of the company must make a full contribution to the authorized capital within the period determined by the constituent agreement. This period cannot exceed 1 year from the date of state registration of the company. In this case, the value of the contribution of each founder must be no less than the nominal value of his share.

It is not allowed to relieve the founder of a company from the obligation to make a contribution to the authorized capital, including by offsetting his claims to the company being created.

At the time of registration of a limited liability company, its authorized capital must be paid at least half. Otherwise, tax officials will simply refuse to register the company. It does not matter which specific founder made the contribution. The main thing is that the 50% requirement is met.

Therefore, it may turn out that some of the founders make their contributions immediately and in full, the level of payment of the authorized capital required for state registration will be achieved, and then the matter will stall. Negligent, insolvent, or even simply changed their minds about participating in the business, the founders will back down and not pay their share. Or they will pay, but only partially.

What could such a situation threaten for society itself and such “refuseniks”?

It could end badly for society. Paragraph 2 of Article 20 of Law No. 14-FZ states that in the event of incomplete payment of the authorized capital of a company within a year from the date of its state registration, it must either announce a reduction in its authorized capital to the amount actually paid, or make a decision on liquidation.

Moreover, if the company does not make a decision to reduce its authorized capital or liquidate it within a reasonable time, then creditors have the right to demand early termination or fulfillment of the company’s obligations and compensation for losses. And tax authorities will have the right to go to court with a demand for the forced liquidation of the company.

On the other hand, there is a clause in the same law that actually contradicts such a strict requirement. Thus, paragraph 3 of Article 23 of Law No. 14-FZ establishes that the share of a founder who, when creating a company, did not make his full contribution to the authorized capital on time, passes to this company itself. In this case, the company is obliged to pay such a founder the actual value of his share, in proportion to the part of the contribution he made (if he contributed anything at all). With the consent of the founder, the company can “buy off” him with property. The actual value of the actually paid part of the share is determined on the basis of the company’s financial statements for the last reporting period preceding the expiration date of the contribution.

In exactly the same way, the situation should be resolved if the founder contributed the right to use property for a certain period of time as payment for his share, and then, for one reason or another, he took this property from the company. As we have already said, in this case the founder must compensate the company for the damage he has suffered. Its size depends on the period during which the company had the right to use the seized property, but was unable to do so. If the company does not receive the specified compensation, then the share of such founder should go to the company.

In principle, the company's charter may provide that a part of the share is transferred to it, proportional to the unpaid part of the contribution or the amount of compensation. When transferring the unpaid part of the share to the company, the following entry should be made in the accounting records:

Debit 81 “Own shares (shares)” Credit 75.

Withdrawal of a participant who has not paid for his share in the authorized capital of the LLC

What can society do with this share (or part of it) transferred to its disposal?

According to Article 24 of Law No. 14-FZ, the share owned by the company, within one year from the date of its transfer to it, must be, by decision of the general meeting of the company's participants:

or distributed among all participants of the company in proportion to their shares in the authorized capital;

or sold to all or some members of the company;

or sold to third parties, unless prohibited by the company's charter.

In any case, it must be paid in full.

The part of the share not distributed among the remaining founders or not sold to anyone must be repaid with a corresponding reduction in the authorized capital of the company. The sale of a share to the founders, as a result of which the size of their shares changes, the sale of a share to third parties, as well as the introduction of changes related to the sale of a share in the constituent documents of the company are carried out only by decision of the general meeting of the company's participants. Moreover, the decision must be made unanimously by all founders.

Articles 23 and 24 of Law No. 14-FZ state that even if a year after the registration of the company the share of one of the founders has not been paid in full, the company still has options during the year:

distribute the unpaid share among the remaining founders;

sell it to the founders;

sell it to third parties.

Consequently, in fact, the authorized capital may not be paid in full for a period of up to 2 years from the date of state registration of the limited liability company.

Note!

The share passes to the company from the moment the deadline for its payment expires. And this period is established in the constituent agreement. It cannot be more than 1 year, according to paragraph 1 of Article 16 of Law No. 14-FZ, but it may well be less. Therefore, if, according to the terms of the constituent agreement, the period for payment of the share is less than a year, then the annual period during which the company must decide on the “fate” of the unpaid share will begin, accordingly, somewhat earlier.

So what legal requirements should you follow: those prescribed in Article 20 of Law No. 14-FZ, or those prescribed in Articles 23 and 24 of the same law?

Most experts agree that it is the last two articles that need to be followed. They believe that Article 20 contains a general rule that describes and regulates the situation when shares in the authorized capital are not paid for by all the founders of the company. If the share is not paid only by some of the founders, then special rules must be applied, that is, those set out in Articles 23 and 24.

Judicial practice also supports this opinion.

For example, the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation, in their Resolution No. 6/8 of July 1, 1996, indicated that a legal entity can be liquidated by a court decision only in the cases provided for in paragraph 2 of Article 61 of the Civil Code of the Russian Federation. And there they are listed:

gross violations of the law committed during its creation, if these violations are irreparable;

carrying out activities without proper permission or prohibited by law;

carrying out activities with other repeated or gross violations of the law.

Thus, it is up to the court to determine whether a company’s violation of its registration procedure is gross or irreparable. Therefore, the requirements of Article 20 of Law No. 14-FZ themselves cannot serve as an automatic basis for the liquidation of the company. Whether the company is liquidated or not will be decided by the court, taking into account the nature of the violations committed by the company and the consequences caused by them.

Thus, if the founder has not fully paid his share, then the limited liability company must do the following.

First, pay off your “careless” founder with money or property. We will tell you how to do this in Chapter 6, “Leaving the Founding Members.”

Secondly, either distribute the share that has passed to the disposal of the company among the founders, or sell it to them, or sell it to third parties.

According to paragraph 7 of PBU 9/99 “Income of the organization,” proceeds from the sale of assets “other than cash (except foreign currency), products, goods” are recognized as operating income. Therefore, the sale of the unpaid part of the founder’s share to a third party should be reflected in the accounting records by posting:

Debit 75 Credit 91.

Based on paragraph 11 of PBU 10/99 “Expenses of the organization,” the nominal value of the share sold to a third party can be considered an operating expense. Therefore, the company must make the posting:

Debit 91 Credit 81.

The sale of such a share is not subject to VAT on the basis of subparagraph 12 of paragraph 2 of Article 149 of the Tax Code of the Russian Federation. And on the basis of subparagraph 3 of paragraph 1 of Article 251 of the Tax Code of the Russian Federation, income in the form of property, property rights or non-property rights with a monetary value, which are received in the form of contributions to a chartered organization, are not taken into account when taxing profits.

Example 13.

The authorized capital of Okean LLC is registered in the amount of 300,000 rubles. The share of the founder Makarov is 40% of the specified amount, that is, 120,000 rubles.

Within the period established by the constituent agreement, Makarov contributed only 80,000 rubles.

The charter of Okean LLC provides for the transfer to the company of a part of the share proportional to the unpaid part of the contribution. Subsequently, the unpaid part of the share was sold to Aratyunyan for 40,000 rubles.

The following entries should be made in the company's accounting:

Debit 81 Credit 75.

40,000 rub. - the transfer of the unpaid part of the share to the company is reflected in the accounting on the expiration date of the deposit payment;

Debit 51 Credit 75.

40,000 rub. - the receipt of money in payment for part of the share from Aratyunyan is reflected;

Debit 75 Credit 91.

40,000 rub. - reflects the income received from the sale of part of the share as of the date of registration of changes in the constituent documents;

Debit 91 Credit 81.

40,000 rub. - the nominal value of the sold part of the share is written off.

According to the Federal Law “On LLC”, the founder of the company must pay in full his share in the authorized capital of the company within the period determined by the decision on the establishment of the company. It is not permitted to release the founder of a company from the obligation to pay for a share in the authorized capital of the company.

What happens if this rule is not followed?

The law says that in case of incomplete payment of a share in the authorized capital of a company, the unpaid part of the share passes to the company. Such part of the share must be sold by the company in the manner and within the time limits established by law.

When a company is created by a single person, in case of non-payment of the authorized capital, a controversial situation arises. The founder does not pay his share.

What is the deadline for contributing the authorized capital to an LLC in 2017-2018?

It will have to go to the company, but in the circumstances under consideration there will not be a single participant left in the company, and this is directly prohibited by the Federal Law “On LLC”.

Situations often arise when a company was initially created to obtain, for example, a license for certain types of activities; a huge authorized capital was provided, but it was not possible to pay for it.

To the least extent this situation is beneficial to the participant himself. According to paragraph 1 of Art. 87 of the Civil Code of the Russian Federation, participants who have not fully paid for their shares bear joint liability for the obligations of the company within the value of the unpaid part of the share of each of them. Consequently, if the sole founder of the LLC does not pay the authorized capital, he will be liable for the debts of the company within the limits of his share equal to the authorized capital. At the same time, he will not be able to dispose of his share in any way, since clause 3 of Art. 21 of the Federal Law “On LLC” provides for a ban on the alienation of the unpaid part of the share.

What to do?

Obviously, it is in the interests of the participant to pay the share. If initially the size of the authorized capital was supposed to be more than the minimum, and it is not possible to pay it in full, I would recommend that the participant pay the share in part - for example, deposit 10,000 rubles into the Company’s account with the basis of a contribution to the authorized capital. This will at least give him the opportunity to sell part of the share, and with it the opportunity to participate in the organization. Next, make a decision on the transfer of the unpaid part of the share to the Company, in pursuance of clause 3 of Art. 16 Federal Law “On LLC” and register such a transition in the manner prescribed by law. In a year, it will be possible to make a decision to redeem the share owned by the company and reduce the authorized capital (Clause 5, Article 24 of the Federal Law on LLC).