Postings of contributions from the founder to the current account. Contributions from the founder Voluntary contribution of the founder to the current account posting

The founder's contribution to the organization's current account can be made both for the purpose of paying for the authorized capital and for other legal reasons. An example would be replenishing a legal entity’s account as free assistance. In our article we will look at how such a transaction should be formalized depending on the specific situation.

Depositing money into the LLC current account by the founder: the legal significance of correct registration

Funds are transferred to the organization's current account for a variety of purposes and from different persons. A situation is possible when the money came from the founder. However, the founder can simultaneously be an employee of the organization.

There are several options for qualifying the receipt of money from him, depending on the paperwork:

• payment of a share in the authorized capital;
• depositing money of the organization by an accountable person into its account;
• making a contribution to the company's property;
• transfer as a loan or for free use;
• loan repayment;
• payment for purchased goods, works, services;
• payment for a third party.

Note! Due to inattention when preparing documents, a controversial situation may arise later. Thus, in one of the cases considered by the Moscow City Court, a former member of an LLC tried to return the money that he deposited into the company’s account. The claim was denied. At the same time, the court indicated that from the cash receipts it follows that the money was deposited not on behalf of an individual, but from the organization itself. The citizen in this case acted as its representative. No evidence to the contrary was presented to the court (appeal ruling of the Moscow City Court dated September 28, 2016 No. 33-37657).

Read about payment of the authorized capital with property in our article How to pay for a share in the authorized capital of an LLC? , briefly about the issues of confirming payment - in the article Contribution of authorized capital when registering an LLC in 2019.

Let's look at the main mistakes and the order of registration in the most complex cases.

Errors when paying the authorized capital

The obligation of the founders to pay the authorized capital is provided for in paragraph 1 of Art. 9 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ (hereinafter referred to as Law No. 14-FZ).

Most errors when paying for the authorized capital of a company are associated with incorrect execution of documents by participants. Such errors include:

• failure to prepare the primary document for depositing money when paying not through a bank (see resolution of the Federal Antimonopoly Service of the North-West District dated February 15, 2013 No. F07-8829/12);
• lack of documentation of the assignment of the obligation to pay the share to a third party.

For example, in one of the cases the subject of consideration was the following situation. One of the founders transferred money to pay for the authorized capital to another founder, the latter contributed the full cost of the authorized capital to the organization’s cash desk. Subsequently, part of the amount was returned to him by the organization as paid erroneously. At the time of consideration of the dispute about invalidating the sale of a share by the company to a third party, the founder who transferred the money to another founder did not have documents confirming the contribution of money to pay for the share.

Important! Failure to pay for a share of the authorized capital leads to the loss of the status of an LLC participant, since the unpaid share passes to the company (Clause 3, Article 16 of Law No. 14-FZ).

In this case, the court took into account the provisions of the establishment agreement, which stated that the shares were paid at the time of establishment; no deadline was set for payment of the shares. The right to the share was recognized for the founder (resolution of the 19th AAS dated February 24, 2015 No. 19AP-5679/13).

How to deposit money into the cash register or into the current account of an LLC to pay for a share of the authorized capital

So, in order to be correctly reflected in the accounting documentation of the LLC and to provide evidence of fulfillment of the obligation to pay the authorized capital, it is necessary to perform the following actions within the period specified in the constituent agreement:

• deposit money into the organization's cash desk indicating in the cash receipt order the purpose of payment: “Payment of the share of the authorized capital __%”;
• deposit money into a temporary savings account at a bank (if the authorized capital is paid before the state registration of the LLC);
• deposit money into the organization's current account on behalf of the founder, indicating the same purpose of payment;
• transfer money to a third party (another founder, official of the organization) according to a receipt or under an agreement, which states that this person received money from a citizen of such and such to make payment to a certain organization for a certain share of the authorized capital of a certain participant (the actions of a third party are necessary in subsequently control and receive from him the bank’s primary document or cash receipt order confirming payment).

If payment of the share is made upon the establishment of the company, the payment must be indicated in the agreement on establishment. In the above case before the 19th ACA, the provisions of the contract played a decisive role in establishing the fact (given the disputed nature of other evidence), but this is not a typical case (see below).

Depositing money into the cash register and transferring it to a third party is formalized in the above manner. Let's take a closer look at the procedure for depositing money into a current account.

How to deposit cash into a temporary LLC savings account

Previously, Law No. 14-FZ required payment of at least 50% of the authorized capital of an LLC before its registration. To do this, the founders (or one of them) opened a temporary savings account in the bank.

The savings account is not subject to the instructions of the Central Bank of the Russian Federation “On opening and closing bank accounts, deposit accounts, deposit accounts” dated May 30, 2014 No. 153-I. The conditions for its opening are determined by the bank independently on the basis of clause 15 of the Regulations of the Central Bank of the Russian Federation “On the Chart of Accounts for Credit Institutions and the Procedure for its Application,” approved. Central Bank of the Russian Federation 02/27/2017 N 579-P. The account is opened for a certain period on the same balance sheet account on which the organization's current account will subsequently be opened.

As a rule, to open an account you must submit:

• founder's passport;
• protocol on the creation of an LLC;
• charter

Note! Funds deposited into such an account cannot be spent. Upon expiration of the period, they are subject to transfer to the current account of the established organization or are issued to the person who deposited them.

If one of the participants is entrusted with depositing money into a temporary account, then the transfer of money to this participant must be confirmed by him with a receipt for receiving the money. Otherwise, there is no evidence of payment of the share. The provisions of the founders' agreement that the share has been paid are most often not taken into account by the courts (see resolutions of the 7th AAS dated October 23, 2014 No. 07AP-9117/14, the 10th AAS dated June 7, 2013 No. 10AP-4385/13 ).

How to deposit money into an LLC current account: current procedure

Money can be deposited into a current account either in cash at a bank branch or by bank transfer.

Methods of non-cash money transfer:

• by payment order, collection order, etc. (for a participant - a legal entity or individual entrepreneur);
• transfer of electronic funds (for citizen participants).

In each case, a column indicating the purpose of payment is filled out in a paper document or electronic form of the bank.

2 main ways to deposit cash into your account:

1. Transfer money without opening an account:

• the receipt of money in the bank is recorded in the cash receipt order in form 0402008, a copy of which is issued to the depositor of funds, or in the internal register of bank transfers;
• a copy of the transfer order is issued, the form of which is determined by the bank independently (clause 5.7 of the regulations of the Central Bank of the Russian Federation “On the rules for transferring funds” dated June 19, 2012 No. 383-P).

2. Announcement for a cash contribution (form 0402001, appendices 1-3 to the instruction of the Central Bank of the Russian Federation dated July 30, 2014 No. 3352-U), which, according to paragraphs. 2.3 of the regulations of the Central Bank of the Russian Federation “On the procedure for conducting cash transactions...” dated January 29, 2018 N 630-P is used to accept cash from clients, that is, in this case from an LLC. The form of this set of documents consists of 3 parts: advertisement, receipt and order. A receipt is issued confirming the deposit of money.

The registration should be as follows: the participant must receive from the organization a receipt of a cash receipt order for depositing cash into the cash desk indicating the purpose of payment. Then the money is given to him from the cash register according to an expenditure order for depositing in the bank according to an advertisement.

How to replenish an LLC’s current account with cash as free assistance from a participant in the form of a contribution to property

The gratuitous provision of property to the organization by the founder is provided for by law in the form of a contribution to the property of the company (Article 27 of Law No. 14-FZ).

The procedure for entering it is as follows:

1. The obligation to make contributions must be provided for in the charter. Relevant provisions are introduced into it only by unanimous decision of the participants.
2. The decision to make contributions is made by 2/3 of the votes of the participants in the general meeting.
3. As a rule, the contribution is made in money.
4. The size of the contribution can be established disproportionately to the shares (i.e., in a smaller or larger amount) only by a unanimous decision of the participants of the general meeting.
5. Contributions do not affect the size of the share.

When depositing (transferring) money to a current account, it is necessary to indicate the basis for depositing money (number and date of the minutes of the general meeting of participants or provisions of the charter).

Important! The legislation does not provide for the possibility of returning a contribution to the property of an LLC.

Replenishment of the organization's working capital by the founder: the problem of interpreting the legal basis of the transaction

In practice, resolving an organization’s financial difficulties falls within the competence of the financial service and the legal basis for the transaction is not always analyzed. This gives rise to such entries in receipt documents as “gratuitous financial assistance from the founder,” “replenishment of working capital by the founder,” etc.

The difficulty of legal interpretation is that from such records it is impossible to determine whether this is a repayable provision of money (loan) without remuneration (i.e., without paying interest) or a provision of ownership without a reciprocal obligation (donation).

Risks! In accordance with the Recommendations for developing signs of identifying and determining the signs of unusual transactions, approved by order of Rosfinmonitoring dated 05/08/2009 No. 103 (as amended on 01/09/2014), these include multiple contributions by the founders (managers) of funds to replenish the organization’s working capital .

Fearing too much attention to transactions, when depositing financial assistance into the current account, the founders prefer to indicate the provision of a loan as the purpose. It is practically impossible to prove in the future the sham of such a transaction without formalizing the procedure for making deposits in the above order (see the appeal ruling of the Perm Regional Court dated April 11, 2016 in case No. 33-3062).

How to deposit money into an LLC current account when providing a loan

In addition to signing a 2-sided loan agreement, it is necessary to prepare primary documents confirming the provision of money, since the loan as a real agreement exists only from this moment:

1. When depositing cash, a cash receipt order from the LLC indicating the receipt of the loan.
2. For a non-cash transfer - an entry in the Internet Bank system (for an electronic transfer) or an order to transfer money without opening an account.

If a dispute arises, the bank that made the transfer will provide information about it. In addition, you can submit a notarized screenshot of the system page on which the operation is reflected.

Note! Often there is a situation when an organization needs money urgently, and the founder does not have the opportunity to personally replenish the current account. Then a verbal instruction is given to an employee of the organization, who deposits money into the account with the correct purpose of payment. However, this overlooks the fact that the depositor of funds is not the founder and the relationship between these persons (an order to deposit money) must be formalized, for example, with a receipt. Otherwise, the court may consider that the employee contributed funds to the organization (see the appeal ruling of the St. Petersburg City Court dated February 3, 2016 No. 33-1781/2016).

Contribution from the founder to the current account and accounting entries: legal significance

Important! Any receipt of money must be reflected in the organization’s accounting registers (Article 10 of the Law “On Accounting” dated December 6, 2011 No. 402-FZ).

The deposit of money into the LLC's current account is completed by postings to the accounting accounts. If there is movement on the current account, as a rule, there are no discrepancies between the accounting records and the turnover on the accounts. However, if the deposit of money is formalized by a cash receipt order, then the situation when the receipt is not reflected in the accounting accounts is more common.

Note! When a civil dispute arises, decisive importance is attached to the original primary documents used to document transactions (cash receipt order, transfer and acceptance certificate, receipts and other bank documents), and not to accounting information (journals, extracts from electronic accounting systems), i.e. because the latter are designed to reflect the facts of economic activity.

However, a necessary condition in this case is the authenticity of the primary documents. If, based on a statement of falsification, an examination is carried out and the date of manufacture or the authenticity of the signatures is questioned, the court will evaluate the evidence in its system and may make a decision not in accordance with the primary documents, but on other evidence, as was the case in the case considered 19-19. m AAS (resolution dated February 24, 2015 No. 19AP-5679/13).

Thus, the deposit of funds into the current account of an organization by the founder requires the correct preparation of the primary document that formalizes the money transfer transaction. It must indicate the document (incorporation agreement, loan agreement, minutes of the general meeting of participants on making contributions, etc.) on the basis of which funds are deposited.

When a company is created, an authorized capital is formed; it can be its own or borrowed. Authorized capital (hereinafter referred to as the Criminal Code) is a reserve of a company that is created by the founders by contributing to it cash, material assets, property, and intangible rights expressed in monetary terms. It is necessary for the company to start functioning. Legislative acts of the Russian Federation regulate the amount (size) of the authorized capital. Let's look in this article at which account the authorized capital is accounted for, how to register the founder's contribution to the cash desk, and let's look at the accounting entries when registering this operation.

Authorized capital account

To account for settlements with founders, account 75 “Settlements with founders” is used, on which two sub-accounts are used:

• The first is “Calculations for contributions to the authorized (share) capital”, it takes into account the debt for the formation of the authorized capital;
• The second is “Calculations for the payment of income”, in the form of dividends.

The legislation of the Russian Federation provides installment plans for the owners (shareholders) of joint stock companies to contribute the authorized capital, it is established as follows:

• 50% of the authorized capital must be paid within 3 months after state registration of the company;
• The debt for the remaining amount in the amount of 50% of the authorized capital must be paid (repaid) within a year after the state registration of the company.

As for the repayment (contribution) of the authorized capital by other companies, these include:

• LLC (limited liability company);
• SOEs (state-owned enterprises);
• MUP (municipal unitary enterprises).

then the founders (owners) must each contribute their share to the authorized capital no later than 4 months from the date of state registration of the company.

If one (several) founder(s) do not contribute their share to the authorized capital, then the remaining participants of the company make a decision to transfer this share in favor of the company.

The authorized capital of the company, deposited into the company's current account or cash desk, can be spent on the needs of the company:

• Payment of wages to employees;
• Rent, for example, office or warehouse space, vehicle rental;
• Acquisition of OS objects that will be used in the future for work, for example, computer equipment, objects in a production workshop, etc.;
• Payment for purchases, transfer of funds to suppliers;
• Other.

The debt of the founders in respect of the authorized capital is a receivable; it is reflected in the balance sheet asset in Section II in the line “Receivables”.

How to register the contribution of authorized capital to the company's cash desk

The authorized capital may be contributed by the founder in the form of:

• Material assets (stationery, furniture, household supplies, etc.);
• Property (office buildings, warehouses, vehicles, etc.);
• Money;
• Moral rights (software, licenses, patents)

Funds can be deposited into the company's cash register or into a bank account. When depositing it into the cash register of the enterprise, the cashier draws up a cash receipt order, and the founder is given a receipt for the cash receipt order, which serves as the basis for the entry of the deposited funds into the enterprise cash register.

When depositing funds into the cash register of an enterprise, remember that during this operation it is also necessary to observe cash discipline. When depositing the authorized capital into the cash register, cash register equipment is not needed; there is no need to punch a cash register receipt, since this is not the company’s revenue.

The authorized capital of the company does not need to be maintained in the current account or at the cash desk of the enterprise in the amount contributed by the founders (owners).

There is no need to notify regulatory authorities (tax inspectors) or other authorities about the contributed amount of the authorized capital. Notification (alert) is required in case of a change in the size of the authorized capital. In this case, changes are made to the company's charter and the amended version of the charter is submitted to the Federal Tax Services (tax inspectorates).

Postings for depositing the authorized capital into the company's cash desk

If the founder (shareholder) deposits funds into the cash register as a capital account, accounting entries are generated:

• D-t 50 “Cashier” and K-t 75.01 “Calculations for contributions to the authorized capital.”

After depositing into the cash register, the received funds can be used to replenish the current account or use them for the needs of the organization.

When depositing funds into the company's current account, accounting entries are created in the following accounts:

• D-t 51 “Current account” and K-t 50 “Cash desk”.

The owner of the company or one of the founders has the right to invest their funds or provide free assistance to solve current problems. But they must be entered in documents and carried out according to accounting documents. Today, the founder’s contribution to replenish working capital can be arranged in several ways, some of which also involve paying tax.

Methods for replenishing working capital by the founder

First of all, you need to decide on your goals and desire to return resources. The founder can simply deposit funds or issue them for a certain period, after which he will withdraw them, which determines the accounting method. Today, a company can accept a contribution from the founder to replenish working capital in several ways:

• free financial assistance;
• contributions to the total (authorized) capital (increase in share);
• interest-free loan subject to subsequent repayment.

gratuitous help

If the founder contributes a certain amount free of charge as a replenishment of working capital, this entry must be recorded as non-operating income. This can be considered any objects and funds received by the company.

It is known that any profits are subject to taxation. But you won’t need to pay if the founder’s share is over 50%. In this case, there is a mandatory rule that does not allow this money to be transferred to other persons during the year.

In the reporting, this posting of the founder's contribution to replenish working capital is displayed from the moment of receipt in the column other income in account 98-2 (profit in future periods).

Increase the authorized capital

If the founder wished to contribute funds with the condition of increasing his share, this is not reflected in the accounts and is not considered income. They are accepted as assets of the company, for which it is necessary to change property accounting. Assets are not subject to taxation, but in order to register them correctly, several sequential procedures must be performed: Decision of the meeting participants or the single owner to change the share.

• Submit an application to the tax office and pay the state fee.
• Enter these changes into the Unified State Register of Legal Entities.

The expert talks about ways to replenish working capital for founders and the nuances of taxation for each method. Interest-free loans.

Such a contribution from the founder to replenish working capital requires such entries as account 80. The entry is made after all changes have been made to the constituent documents. The partners have the right to jointly change their shares in different proportions or only one of them to make a contribution.

The disadvantage of this method is the difficulty of returning money. If you want to remove them, you will need to go through a similar procedure. Therefore, if you want to take the money back after some time, it is better to take out a loan.

Interest-free loan

The founder can act as a creditor. It is important to formalize the contribution as an interest-free loan from the founder, since in this case taxation will not be applied. This is explained by the following reasons:

• are not considered income.
• When the loan is repaid, the founder receives his investment back, therefore he does not pay income tax (since interest is not charged, he does not receive profit).
• Loan repayment by the company is not recorded as an expense.
• As the loan is repaid gradually, the basis decreases.

Conclusion

So, summing up how to make a founder’s contribution to replenish working capital, we can conclude that gratuitous assistance is best done by providing funds. This is simpler from the point of view of posting and taxation.

All sorts of collisions happen in the life of an enterprise, so if it is necessary to pay off urgent payments or cover a loss, the founders can financially help the company. This is done by providing a loan, a property contribution (exclusively for an LLC), or a gratuitous transfer of funds or property. Let's figure out how these revenues are taken into account in the company's accounting.

Founder's help

The legislator does not interfere with the founder, giving him the right to help the company. One type of monetary assistance is a loan, i.e. temporary financial assistance transferred on a repayable basis. Or you can finance a company or contribute property free of charge, thereby replenishing the company’s capital. In any case, the transactions performed must be reflected in the accounting records. Only after this the funds received can be spent on the needs of the company or for its intended purpose, if there are special instructions from the founder.

How to apply for free financial assistance from the founder

The beginning of the process of documenting the transfer of gratuitous assistance is to hold a meeting of the company’s participants, at which the details of its provision are agreed upon. The decisions made are recorded in the protocol.

Then, depending on the type of gratuitous assistance of the founder, the corresponding agreements are drawn up: agreements of donation, gratuitous transfer of assets, loans, borrowings, etc. Agreements come into force after the transfer of assets.

Free assistance from the founder: postings

Free assistance from the founder is a common way to help the company. It is formalized in a written decision, which indicates the purposes for which the transferred assets should be directed. Money is credited from the founder using the other income/expenses account – 91.

Account 98/2 of gratuitous receipts is not used for transactions with funds, since it is intended to account for income from the receipt of property. Basic transactions with the gratuitous assistance of the founder:

Free financial assistance from the founder: taxation

In tax accounting, profit in the form of gratuitous financial assistance received from a legal entity or individual is included in non-operating income subject to tax. But, unlike accounting, gratuitous receipts from the founder are not always recorded in tax accounting. This depends on the size of the share in the authorized capital owned by the founder. Art. 38, 250, 251 of the Tax Code of the Russian Federation list cases when contributions transferred free of charge are not subject to taxation:

This procedure is acceptable for enterprises of all forms of ownership. The preferential category of gratuitous financial assistance from the founder in terms of taxation includes an interest-free loan agreement, since no interest is accrued on the money, and the loan is returned at the end of the loan period. The company had no profit as such, which means that no tax is charged on the loan amount.

Financial assistance from the founder on a repayable basis: postings

A cash loan is repayable financial assistance from the founder, returned to the founder after a specified period. Funds are transferred on the basis of a loan agreement. It can be interest-bearing or non-interest-bearing.

The terms of the loan are specified in the agreement:

• If the loan is issued with interest, then the interest rate is specified in the contract;
• An interest-free loan involves no interest at all.

In addition, agreements often stipulate for what purposes the funds should be spent.

In accounting for loans, account 66 is used (for short-term loans, up to 1 year), or account 67 (for long-term loans, over 1 year). Based on these circumstances, the postings will be as follows.

If it is necessary to cover losses and prevent bankruptcy, the founders have the right to provide financial assistance to their organization. This can be done in the form of a loan, a contribution to the organization’s property (only for LLCs) or donating funds (property).

Funds received from the founder during the year must be included in other income:

• Dt 50 () - Kt 91-1 - receipt of gratuitously transferred funds from the founder.

It is worth noting that the “Gratuitous receipts” account is not used when receiving financial assistance in the form of cash, since it takes into account income from gratuitous receipts of non-monetary assets.

Example 1 - founder’s contribution to the current posting account

2015 Company “A” received free financial assistance in cash from the founder A.A. Ivanov. Cash in the amount of 300,000 rubles. received to replenish working capital and were credited to the company's current account. The accounting department of Company “A” makes the following entries:

If the founder’s gratuitous financial assistance was provided in the form of a fixed asset, the company must reflect this with the following entries:

If financial assistance was received in the form of materials, then:

Example 2 - assistance to repay a loss

Let's consider how to reflect in accounting financial assistance provided free of charge from the founder, aimed at repaying the loss of the reporting year.

At the end of 2014, Company “A” received a loss of 1,000,000 rubles. In this regard, the founders of the Company Ivanov A.A. and Petrov B.V., before the approval of the annual reports, decided to cover the resulting loss at their own expense. Thus, .02.2015 Ivanov A.A. deposited 520,000 rubles into the settlement account of Company “A”, Petrov B.V. — 480,000 rub.

The following accounting entries were made in Company A:

Example 3 - replenishment of the reserve fund from the founder

If gratuitous financial assistance from the founder is received to replenish the organization’s reserve fund, it must first be reflected in other income, since the reserve fund can only be replenished from retained earnings. These amounts are subject to inclusion in the reserve fund at the end of the year, after summing up the financial results.

You can reflect these transactions in accounting entries as follows: