The value of capital allows us to judge how effectively it is used. Using it, you can determine the type of asset financing policy pursued by a company or any other legal entity and evaluate the profitability of the enterprise’s activities in the market. Actually, the cost of capital refers to the rate of return on shares and debt obligations that are directly related to a given company. Therefore, increasing the cost of capital through the issue of shares is a fairly popular move.

In world practice, there are many approaches to assessing the cost of capital and to the closely related assessment of business as a whole. At the same time, almost all experts unanimously argue that there is no universal recipe for the ratio of equity and borrowed capital - everything depends on the area in which the enterprise operates, its position in the market, market conditions, and so on. The same business entity at different stages of development may require completely different doses of borrowed capital. In an effort to attract additional financial resources for their activities, many enterprises decide to issue shares and sell these securities as legal entities, and physical.

Issue of shares

An enterprise or other commercial institution usually decides to issue shares in cases where there is a growing need to increase its authorized capital, that is, the amount of financial resources necessary to carry out its activities in a full-fledged mode. The decision to issue shares can be made exclusively by the general meeting of shareholders. No other governing body joint stock company, just as any of the representatives of its leadership does not have the right to make such a decision on their own.

At the general meeting of shareholders of the company, a special document is drawn up - a prospectus for the issue of shares. It reflects all the characteristics of the upcoming issue: its form, the number of shares that will be issued, and the rights of their future owners. The same data must be entered into the charter of the joint-stock company, after which regulatory framework for the issue of shares aimed at increasing the value of capital can be considered almost ready.

In the CIS countries, the practice of mandatory registration of prospectuses for the issue of shares with the highest financial authorities has been adopted. For example, if a company is legally bound to a territory Russian Federation and issues shares for appropriate circulation, then the prospectus is registered with the Ministry of Finance of the Russian Federation, receiving a specific number in the State Register of Securities. If the issue prospectus is not registered for any reason, then the public placement of the issued shares is prohibited.

But if a company fails to register a prospectus for the issue of its shares the first time, this does not mean that the entire issue will have to be cancelled. Shares, in fact, are perpetual documents, and their circulation and existence period is limited only by the existence of the issuing company. This means that a prospectus can be registered at any time.

How is the point of indifference determined?

The issue of shares is not the only way to increase the value of capital; it also has alternatives - such as a loan, which is also a form of borrowing. When making a choice between a loan and the issue of securities, a company should focus on the so-called point of indifference. This is an indicator characterizing the ratio between the company's own and borrowed funds. Sometimes taking out a loan increases the profit on existing shares, and sometimes it makes sense to refuse it and carry out an additional issue of ordinary shares.

Maintaining the economic potential of a company always involves certain expenses, and payment of dividends on shares is only a small part of them. Ultimately, the goal of any promising enterprise is to increase gross profit, and all legitimate means are good to achieve it.

Svetlana Usankova

How to increase the capital of a joint-stock company through additional placement of shares

So, how to increase the capital of a joint-stock company through additional placement of shares? At the expense of shareholders, additional shares are placed through subscription.

The subscription can be:

• open (in which shares are issued for free sale and can be purchased by an unlimited number of persons);
• closed (when shares are placed only among shareholders or a predetermined circle of persons).

The public has the right to use both subscription options. In this case, the possibility of conducting a closed subscription may be limited by the company’s charter or legislation.

Non-public joint stock companies are allowed to place shares only through private subscription.

This follows from paragraph 3 of paragraph 1 of Article 97 Civil Code RF and paragraph 2 of Article 39 of the Law of December 26, 1995 No. 208-FZ.

The company's charter may limit the types of property with which additional shares are paid.

The form of payment for additional shares is determined in the decision on their placement.

The payment price for additional shares placed by subscription is determined by the board (supervisory board) of the company in accordance with the provisions of Article 77 of the Law of December 26, 1995 No. 208-FZ. It should not be lower than the nominal value of the shares (that is, it may exceed it or be equal to it).

When placing additional shares through an intermediary, his remuneration should not exceed 10 percent of the placement price of the shares (Clause 2, Article 36 of the Law of December 26, 1995 No. 208-FZ).

Preemptive right of acquisition. Additionally placed shares must first be offered for purchase to the company's shareholders, since they have the pre-emptive right to purchase shares within a certain period. At the same time, the price of placement of shares for them may be reduced, but by no more than 10 percent of the price of placement of shares to other persons. Upon expiration of the preemptive right of shareholders, shares may be offered to other persons. The procedure for determining the period of the preemptive right of shareholders to purchase shares is Article 41 of the Law of December 26, 1995 No. 208-FZ.

Payment with shareholders' property. The property contributed by shareholders to pay for additional shares must be valued. This must be done by the board of directors (supervisory board) of the company. For rate market value of the contributed property, an independent appraiser is involved. The board of directors (supervisory board) has the right to determine the value of the contributed property not higher than the estimate of an independent expert (i.e. lower or in the same amount).

This is stated in paragraph 2 of Article 99 of the Civil Code of the Russian Federation, paragraphs 2, 3 of Article 34, paragraphs 1, 2 of Article 36 and Article 40 of the Law of December 26, 1995 No. 208-FZ.

Increasing capital with company property. If the authorized capital is increased at the expense of the company's own property, additional shares are distributed among all shareholders in proportion to the number and in accordance with the categories (types) of shares owned by them. That is, without changing the share of each of them in the authorized capital of the company. However, the formation of fractional shares is not allowed.

Shares are distributed among shareholders on one day specified in the registered decision on their additional issue. This must be done no later than one month from the date of state registration of the additional issue of shares.

Sources of increase authorized capital at the expense of property there can be:

• additional capital of the company;

Balances of the company’s special purpose funds based on the results of the previous year (except for reserve fund and the corporatization fund of the organization’s employees);

Retained earnings from previous years.

The amount by which the authorized capital is increased should not exceed the difference between the cost and the amount of the authorized capital and the organization's reserve fund. Data (the deadline for submission of which has arrived) for the last quarter preceding the date of state registration of the additional issue of shares is used.

Such rules are established by paragraph 5 of Article 28, paragraph 1 of Article 39 of the Law of December 26, 1995 No. 208-FZ and paragraphs 16.2, 16.3 of the regulations on standards of August 11, 2014 No. 428-P.

Decision to increase the authorized capital

Regardless of the funds used to place additional shares, the decision to increase the authorized capital of the company by placing additional shares is made by:

• general meeting of shareholders (the decision is made by a majority of votes);
• board of directors (supervisory board) of the company (if provided for by the charter) (the decision is made unanimously);
• sole founder (shareholder) (if the company has one founder (shareholder)).

In some cases, shares can only be placed by decision general meeting shareholders, adopted by a 3/4 majority vote of shareholders - owners of voting shares participating in the general meeting (unless the charter establishes a different ratio). Such cases include placement:

• additional shares through private subscription;
• ordinary shares (constituting more than 25% of previously issued ordinary shares) through open subscription.

Let us recall that an ordinary share is a share on which dividends are paid from the part of the profit remaining after paying a fixed percentage to the holders of preferred shares. That is, in the form of a percentage depending on the amount of profit. The owner of ordinary shares has the right to vote at the general meeting of shareholders.

Formalization of the decision. Depending on who made the decision to increase the authorized capital of the company, it is formalized:

• minutes of the general meeting of shareholders (if the company has more than one founder (shareholder));
• minutes of the meeting of the board of directors (supervisory board);
• decision sole founder(shareholder).

This follows from paragraph 1 of Article 100 of the Civil Code of the Russian Federation, paragraphs 2 and 3 of paragraph 2 of Article 28, paragraphs 3 and 4 of Article 39, paragraph 3 of Article 47, subparagraph 6 of paragraph 1 of Article 48, paragraph 2 of Article 49, Article 63, subparagraph 5 paragraph 1 of Article 65, paragraph 4 of Article 68 of the Law of December 26, 1995 No. 208-FZ.

The decision to increase the authorized capital of the company by placing additional shares shall indicate:

• the number of additionally placed shares (ordinary and preferred) of each type within the limits of the number of authorized shares of this category (type);
• method of placement of shares;
• the placement price of additional shares placed by subscription, or the procedure for determining it (including for shareholders who have a pre-emptive right to purchase shares);
• form of payment for additional shares placed by subscription;
• other accommodation conditions.

Terms of placement of shares. A joint stock company has the right to place additional shares only within the limits of the number of authorized shares provided for by the charter. The company's charter may determine:

• quantity;
• nominal cost;
• categories (types);
• the procedure and conditions for the placement of authorized shares and the rights granted by them.

In the absence of these provisions in the charter, the company does not have the right to place additional shares. The company's charter may determine the procedure and conditions for the company's placement of authorized shares. Such conditions are contained in paragraph 1 of Article 27 and paragraph 1 of paragraph 3 of Article 28 of the Law of December 26, 1995 No. 208-FZ.

If the company's charter does not contain mandatory provisions on authorized shares, then a decision to increase the authorized capital can be made:

• the general meeting of shareholders (the sole founder (shareholder)) - simultaneously with the decision to introduce changes to the charter relating to the authorized shares;
• by the board of directors (supervisory board) - only after making a decision to include provisions on declared shares in the company's charter.

Such requirements are given in paragraph 2 of paragraph 3 of Article 28 of the Law of December 26, 1995 No. 208-FZ.

As a result of the placement of additional shares, the authorized capital of the company increases by the amount of the par value of the additional shares placed. In this case, the number of authorized shares is reduced by the number of additionally issued shares (i.e. shares acquired by shareholders) of certain categories and types.

Grounds for amending the charter. Based on the results of the placement of additional shares, it is necessary to make changes to the company's charter. The reason for this is:

• decision of the general meeting of shareholders (sole founder (shareholder)) or decision of the board of directors (supervisory board) to increase the authorized capital of the company;
• registered report on the results of the issue of shares;
• extract from State Register emission (if state registration of the report on the results of the issue of shares is not provided for by law).

Changes made to the charter must be registered in (Article 13, paragraph 1 of Article 14 of the Law of December 26, 1995 No. 208-FZ).

The list of documents that must be submitted to register changes to the charter and the requirements for their execution are given in Article 17 of the Law of August 8, 2001 No. 129-FZ.

For state registration of changes in the charter, you need to pay a state fee. Its size currently amounts to 800 rubles (subclauses 1, 3, clause 1, article 333.33 of the Tax Code of the Russian Federation).

State registration of additional issue of shares. Additional issue of shares is subject to state registration. The decision to issue securities must be approved no later than six months from the date of the decision to place them.

The organization must submit documents for registration no later than three months from the date of approval of the decision to issue. If state registration of an additional issue of shares is accompanied by registration of a securities prospectus, the documents must be submitted within one month from the date of approval of this prospectus.

This is stated in paragraphs 3.3 and 5.7 of the regulation on standards of the Bank of Russia 11 of August 2014 No. 428-P.

The composition of the documents required for registration of an additional issue of shares and the requirements for their execution are established by paragraphs 5.2-5.6 of the regulation on standards of the Bank of Russia dated August 11, 2014 No. 428-P.

For state registration of an additional issue of shares, you need to pay a state duty (subclause 53, clause 1, article 333.33 of the Tax Code of the Russian Federation).

Report on the results of the issue of securities. After an additional placement of shares, it is necessary to register a report on the results of the issue of securities. This must be done no later than 30 days after the end of the period for placement of shares, which is specified in the decision on the issue of securities. If the shares were placed before the expiration of this period, then register the report no later than 30 days after the placement of the last share of the additional issue (clause 8.1 of the Regulations on Bank of Russia Standards dated August 11, 2014 No. 428-P).

The documents required for state registration of the report on the results of the issue of securities, and the requirements for their execution, are given in paragraphs 8.7-8.11 of the regulation on standards of the Bank of Russia dated August 11, 2014 No. 428-P.

For state registration of a report on the results of the issue of securities, you need to pay a state duty (subclause 53, clause 1, article 333.33 of the Tax Code of the Russian Federation).

Accounting

In accounting, reflect the increase in the size of the authorized capital as of the date of state registration of changes made to the organization’s charter. This is due to the fact that the amount of authorized capital reflected in accounting must correspond to its size recorded in the organization (letter dated March 21, 2007 No. 07-05-12/03).

As of the date of the decision to place an additional issue of shares, no accounting entries need to be made.

To reflect the size of the organization’s authorized capital, use account 80; to account for settlements with shareholders, use a special subaccount 75-1 “Settlements on contributions to the authorized (share) capital.”

The property that shareholders contribute in payment for additional shares should be taken into account at the cost determined by the board of directors (clause 8 of PBU 5/01, clause 9 of PBU 6/01, clause 11 of PBU 14/2007, clause 12 of PBU 19/02) .

When placing additional shares at the expense of shareholders, make the following entries in your accounting records:

DEBIT 51 (50, 08, 10) CREDIT 75-1

• received (other property) from shareholders as payment for shares of an additional issue;

DEBIT 75-1 CREDIT 80

• the increase in the authorized capital at the expense of shareholders’ funds is reflected (as of the date of state registration of changes in the organization’s charter).

If the actual price of the issued shares exceeds their par value, the organization will generate share premium. To reflect the amount of the difference between the actual cost of placing shares and their nominal value, use special subaccount 83-1 “Share premium”. Make an accounting entry for the difference:

DEBIT 75-1 CREDIT 83

• reflects the excess of the actual cost of placement of shares over their nominal value.

Reflect the increase in the authorized capital at the expense of the organization’s own property with the following entries:

DEBIT 83 CREDIT 80

• the increase in the authorized capital due to the additional capital of the organization is reflected;

DEBIT 84 CREDIT 80

• reflects the increase in the authorized capital due to retained earnings of previous years.

Include the state duty for registration of changes in the charter, additional issue of shares and report on the results of the issue as other expenses. For the amount of state duty paid, make the following entries in your accounting:

DEBIT 68 subaccount " Government duty» CREDIT 5 1

• state duty is transferred to the budget;

DEBIT 91-2 CREDIT 68 subaccount “State duty”

• The cost of state duty is included in other expenses.

The procedure for accounting for an increase in the authorized capital due to additional placement of shares when calculating taxes depends on the type of organization used.

Income tax

As a result of additional placement of shares tax consequences the organization does not have any problems. The cost of additionally received shares is not included in the tax base. Does not affect the calculation of income tax and share premium in the form of the difference between the actual price of issued shares and their par value. This conclusion follows from subparagraph 3 of paragraph 1 of Article 251 and subparagraph 1 of paragraph 1 of Article 277 of the Tax Code of the Russian Federation.

Write-off of property as expenses. At the same time, the cost of property contributed to pay for additional shares can be written off as expenses. To do this, it needs to be assessed. The organization must use the property in commercial activities.

The procedure for determining the value of contributed property depends on who contributed it: a citizen, a Russian organization or an organization.

If the property was contributed by a citizen or a foreign organization, the following rules must be followed. The value of the property contributed to pay for the shares is equal to the amount of documented expenses for its acquisition. Documents that confirm the expenses of the founder (shareholder) may be receipts for cash receipt orders, sales receipts, cash receipts, etc. In addition, an independent specialist should give your assessment. When calculating income tax, an organization will be able to include the lesser of these amounts in expenses. If the value of the contributed property is not documented, then in tax accounting it will have to be recognized as zero.

Property contributed as payment for shares Russian organization, is evaluated according to the following rules. Its value in tax accounting will be equal to the residual value of the object in the tax accounting of the transferring party. The residual value of the property can be confirmed by extracts (copies) from registers tax accounting. If the transferring party cannot confirm the residual value of the transferred property, then in tax accounting accept such property with zero initial cost.

The transferor's expenses associated with the transfer of property increase the initial cost of the fixed asset only if they are indicated as a contribution towards payment for shares in the constituent documents.

This follows from the rules provided for in subparagraph 2 of paragraph 1 of Article 277 of the Tax Code of the Russian Federation.

Accounting for fixed assets and intangible assets. The procedure for accounting for fixed assets and intangible assets received from the founders (third parties) depends on whether they are recognized as depreciable property or not.

Fixed assets or intangible assets received from the founders (third parties), the value of which is greater than that specified in paragraph 1 of Article 256 of the Tax Code of the Russian Federation, must be depreciated.

If the cost of fixed assets does not exceed 40,000 rubles, you have the right to include it in material expenses as they are put into operation (subclause 3, clause 1, article 254 of the Tax Code of the Russian Federation).

Write-off of the cost of materials. Write off the cost of materials used to pay for additional shares as expenses as they are released into production or operation (clause 2 of Article 272, subclause 1 of clause 3 of Article 273, subclause 3 of clause 1 of Article 254 of the Tax Code of the Russian Federation) .

Write-off of the cost of goods. When goods intended for resale are received, their cost is included in post-sale expenses (Clause 1, Article 268 of the Tax Code of the Russian Federation). An exception is provided for those using the cash method of calculating income tax. They will not be able to write off the cost of the materials received. Since with the cash method, expenses can be taken into account only after they have actually been paid (clause 3 of Article 273 of the Tax Code of the Russian Federation).

State duty accounting. The amount of state duty paid for registration of an additional issue of shares, a report on the results of the issue and amendments to the charter can be attributed to:

• for other expenses (subclause 1, clause 1, article 264 of the Tax Code of the Russian Federation);
• for non-operating expenses - as costs associated with the issue of shares (subclause 3, clause 1, article 265 of the Tax Code of the Russian Federation).

The organization has the right to independently decide which expenses include the amount of state duty (clause 4 of Article 252 of the Tax Code of the Russian Federation).

When using the accrual method, take into account the amount of the state duty at the time of its accrual (subclause 1, clause 7, article 272 of the Tax Code of the Russian Federation). With the cash method - as it is paid to the budget (subclause 3, clause 3, article 273 of the Tax Code of the Russian Federation).

Is it possible to take into account payment expenses when calculating income tax? consulting services related to the registration of a decision on an additional issue of shares? A public joint stock company increases its authorized capital by revaluing fixed assets.

Yes, you can. When calculating income tax, an organization has the right to take into account any economically justified expenses that are documented and related to activities aimed at generating income.

The connection between the costs of registering an additional issue of shares and activities aimed at generating income can be justified as follows.

The economic justification of expenses that reduce taxable profit should be assessed taking into account the circumstances indicating the organization’s intentions to receive economic effect. It is this intention, and not the actually achieved result, that is the main condition for recognizing expenses as economically justified. This conclusion is contained in the ruling of the Constitutional Court of the Russian Federation dated June 4, 2007 No. 320-O-P and the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated October 12, 2006 No. 53.

The authorized capital of an organization determines the minimum amount of property that guarantees its interests (paragraph 3, paragraph 1, article 25 of the Law of December 26, 1995 No. 208-FZ). Therefore, its increase is one of the signs of increasing stability and investment attractiveness of the organization for counterparties.

Thus, an additional issue of shares indicates the organization’s intentions to strengthen its position in the market and expand its composition potential clients and ultimately increase your profitability. Consequently, the costs associated with registering an additional issue of shares can be considered economically justified.

If, when preparing documents for registering an additional issue of shares, an organization uses consulting services, their cost can be included in non-operating expenses as costs associated with the issue of its own securities. The basis for this is an open list of such expenses given in subparagraph 3 of paragraph 1 of Article 265 of the Tax Code of the Russian Federation.

If an organization calculates income tax using the accrual method, non-operating expenses are recognized in the reporting (tax) period in which they were actually incurred (subclause 3, clause 7, article 272 of the Tax Code of the Russian Federation). Under the cash method, expenses are recognized only after they are paid.

Similar clarifications are contained in letters of the Ministry of Finance of Russia dated February 6, 2009 No. 03-03-06/1/40 and dated January 21, 2009 No. 03-03-06/2/7. In practice, there are examples of decisions in which judges take the same position (see, for example, resolutions of the FAS North Caucasus District dated January 22, 2009 No. A53-7057/2008-C5-37, Volga-Vyatka District dated December 10, 2007 No. A29-8106/2006a).

An additional issue, as a rule, leads to a decrease in the value of shares already in circulation (option 1). In rare cases, an additional issue does not affect the value of the outstanding shares (after the issue the price remains the same as it was before the issue) (option 2). And almost never (I know of only 5-6 such cases out of many thousands) an additional issue leads to an increase in the value of shares (option 3). The consequences of an additional issue depend on the price at which this new issue will be placed. If new shares are placed at a fair price - see option 2; if the price is lower than fair - option 1; if the price is higher than fair - option 3.

The easiest way to imagine why this happens is with an example.
Example. Suppose we are given an enterprise. It is given that all property of the enterprise (including real estate and movable property) is valued at 1 million rubles. The authorized capital of the company is divided into 1 million shares.

Now let's look at the options:

Option 2: additional emission occurs. An additional 1 million shares are being placed at a price of 1 ruble per share. Then the company receives money from the placement of shares on its balance sheet (1 million shares * 1 ruble) = 1 million rubles. In total, the property of the enterprise after the placement will be 2 million rubles (1 million rubles all old property + 1 million rubles money received from the placement of shares). At the same time, the number of shares in circulation after the completion of the issue will be 2 million (1 million old shares + 1 million new shares) Then, the fair value of 1 share = 2 million rubles / 2 million shares = 1 ruble. per share. As you can see, the fair value has not changed. Accordingly, there are no factors to reduce the market value.

Option 1: additional emission occurs. An additional 1 million shares are being placed at a price of RUB 0.5 per share. Then the company receives money from the placement of shares on its balance sheet (1 million shares * 0.5 rubles) = 0.5 million rubles. In total, the property of the enterprise after completion of the placement will be 1.5 million rubles (1 million rubles all old property + 0.5 million rubles money received from the placement of shares). At the same time, the number of shares in circulation after completion of the issue will be 2 million (1 million old shares + 1 million new shares). Then, the fair value of 1 share = 1.5 million rubles / 2 million shares = 0.75 rubles. per share. As you can see, the fair value has fallen. This will become a powerful driver for reducing market prices.

Option 3: additional emission occurs. An additional 1 million shares are being placed at a price of RUB 1.5 per share. Then the company receives money from the placement of shares on its balance sheet (1 million shares * 1.5 rubles) = 1.5 million rubles. In total, the property of the enterprise after completion of the placement will be 2.5 million rubles (1 million rubles all old property + 1.5 million rubles money received from the placement of shares). At the same time, the number of shares in circulation after completion of the issue will be 2 million (1 million old shares + 1 million new shares) Then, the fair value of 1 share = 2.5 million rubles / 2 million shares = 1.25 rubles. per share. As you can see, the fair value has increased. This will become a driver for rising market prices.

In conclusion, it is necessary to note one more fact: until the end of the additional issue, as a rule, there is no absolutely accurate information at what price the issue will be placed. Therefore, the additional issue itself is a factor that introduces additional risks (and, accordingly,) into quotes.

In accounting, reflect the increase in the size of the authorized capital as of the date of state registration of changes made to the organization’s charter. This is due to the fact that the amount of authorized capital reflected in accounting must correspond to its size recorded in the constituent documents of the organization (letter of the Ministry of Finance of Russia dated March 21, 2007 No. 07-05-12/03).

As of the date of the decision to place an additional issue of shares, no accounting entries need to be made.

To reflect the size of the organization’s authorized capital, use account 80 “Authorized capital”; to account for settlements with shareholders, use a special subaccount 75-1 “Settlements on contributions to the authorized (share) capital”.

The property that shareholders contribute in payment for additional shares should be taken into account at the cost determined by the board of directors (clause 3 of Article 34 of Law 208-FZ, clause 8 of PBU 5/01, clause 9 of PBU 6/01, clause 11 of PBU 14 /2007, paragraph 12 PBU 19/02).

When placing additional shares at the expense of shareholders, make the following entries in your accounting records:

Debit 51 (50, 08, 10) Credit 75-1

– received cash(other property) from shareholders in payment for shares of an additional issue;

Debit 75-1 Credit 80

– the increase in the authorized capital at the expense of shareholders’ funds is reflected (as of the date of state registration of changes in the organization’s charter).

If the actual price of the issued shares exceeds their par value, the organization will generate share premium. To reflect the amount of the difference between the actual cost of placing shares and their nominal value, use special subaccount 83-1 “Share premium” (Instructions for the Chart of Accounts). Make an accounting entry for the difference:

Debit 75-1 Credit 83

– reflects the excess of the actual cost of placement of shares over their nominal value.

An example of increasing the authorized capital of an organization by additionally issuing shares at the expense of shareholders. Additional shares are paid for in cash at a price equal to their par value

The general meeting of shareholders of Alfa JSC decided to increase the authorized capital by additionally issuing shares at the expense of shareholders.

All shares are distributed by private subscription among shareholders at a price equal to their par value.

The company places 1000 ordinary shares, the par value of which is 200 rubles. per share. Shares are placed at a price of 200 rubles.

Shareholders pay for additional shares in cash.

– 400 rub. ((1000 pieces × 200 rubles) × 0.2%) - for registration of an additional issue of shares placed by subscription and a report on the results of the issue;

Debit 51 Credit 75-1
– 200,000 rub. (1000 pieces × 200 rubles) – funds were received from shareholders in payment for shares of an additional issue.

– 400 rub. – state duty has been paid to the budget.

– 400 rub. – the cost of state duty is included in other expenses.

Debit 68 subaccount “State duty” Credit 51

Debit 91-2 Credit 68 subaccount “State duty”

Debit 75-1 Credit 80
– 200,000 rub. – reflects the increase in the authorized capital of the organization.

An example of increasing the authorized capital of an organization by additionally issuing shares at the expense of shareholders. Additional shares are paid for in cash at a price exceeding their par value

Public Joint Stock Company " Manufacturing company"Master" decided to increase the authorized capital in the amount of 500,000 rubles. through an additional issue of 250 ordinary shares with a par value of RUB 2,000. per share.

The price for placing shares by open subscription is RUB 2,100. per share.

The organization paid state duty in the following amounts:

– 1000 rub. ((250 pieces × 2000 rub.) × 0.2%) – for registration of an additional issue of shares placed by subscription, and a report on the results of the issue;
– 800 rub. – for registration of changes in the charter.

The Master's accountant made the following entries in the accounting.

On the date of receipt of money from shareholders:

Debit 51 Credit 75-1
– 525,000 rub. (250 pcs. × 2100 rubles) – funds were received from shareholders to pay for additional shares.

On the date of payment of the state duty for registration of an additional issue of shares and a report on the results of the issue:

Debit 68 subaccount “State duty” Credit 51
– 1000 rub. – state duty has been paid to the budget.

As of the date of receipt of the notification of state registration of the additional issue of shares and the report on the results of the issue:

Debit 91-2 Credit 68 subaccount “State duty”
– 1000 rub. – the cost of state duty is included in other expenses.

As of the date of payment of the state fee for registration of changes in the charter:

Debit 68 subaccount “State duty” Credit 51
– 800 rub. – state duty has been paid to the budget.

As of the date of receipt of the certificate of state registration of changes in the charter:

Debit 91-2 Credit 68 subaccount “State duty”
– 800 rub. – the cost of state duty is included in other expenses;

Debit 75-1 Credit 80
– 500,000 rub. (250 pcs. × 2000 rub.) – reflects the increase in the authorized capital;

Debit 75-1 Credit 83
– 25,000 rub. (RUB 525,000 – RUB 500,000) – reflects the excess of the actual cost of placement of shares over their nominal value.

Reflect the increase in the authorized capital at the expense of the organization’s own property with the following entries:

Debit 83 Credit 80
– reflects the increase in the authorized capital due to the additional capital of the organization;

Debit 84 Credit 80
– reflects the increase in the authorized capital due to retained earnings of previous years.

An example of increasing the authorized capital by additionally issuing shares at the expense of the organization’s own property (retained earnings from previous years)

The general meeting of shareholders of Alfa JSC decided to increase the authorized capital by additionally issuing shares at the expense of the organization’s own property - retained earnings from previous years.

All additional shares are distributed among shareholders in proportion to the number of shares owned by each of them.

The company places 2,000 ordinary shares, the par value of which is 100 rubles. per share.

The organization paid state duty in the following amounts:

– 20,000 rub. – for registration of an additional issue of shares and a report on the results of the issue;
– 800 rub. – for registration of changes in the charter.

Alpha's accountant made the following entries in the accounting.

On the date of payment of the state duty for registration of an additional issue of shares and a report on the results of the issue:

Debit 68 subaccount “State duty” Credit 51
– 20,000 rub. – state duty has been paid to the budget.

As of the date of receipt of the notification of state registration of the additional issue of shares and the report on the results of the issue:

Debit 91-2 Credit 68 subaccount “State duty”
– 20,000 rub. – the cost of state duty is included in other expenses.

As of the date of payment of the state fee for registration of changes in the charter:

Debit 68 subaccount “State duty” Credit 51
– 800 rub. – state duty has been paid to the budget.

As of the date of receipt of the certificate of state registration of changes in the charter:

Debit 91-2 Credit 68 subaccount “State duty”
– 800 rub. – the cost of state duty is included in other expenses;

Debit 84 Credit 80
– 200,000 rub. (2000 units × 100 rubles) – reflects the increase in the authorized capital due to retained earnings of previous years.

Include the state duty for registration of changes in the charter, additional issue of shares and report on the results of the issue as part of other expenses (clause 11 of PBU 10/99). For the amount of state duty paid, make the following entries in your accounting:

Debit 68 subaccount “State duty” Credit 51
– state duty is transferred to the budget;

Debit 91-2 Credit 68 subaccount “State duty”
– the cost of state duty is included in other expenses.

The procedure for accounting for an increase in the authorized capital due to additional placement of shares when calculating taxes depends on what taxation system the organization uses.

BASIC: income tax

As a result of the additional placement of shares, the organization does not have any income tax consequences. The cost of additionally received shares is not included in the tax base. Does not affect the calculation of income tax and share premium in the form of the difference between the actual price of issued shares and their par value. This conclusion follows from subparagraph 3 of paragraph 1 of Article 251 and subparagraph 1 of paragraph 1 of Article 277 of the Tax Code of the Russian Federation.

Write-off for property expenses

At the same time, the cost of property contributed to pay for additional shares can be written off as expenses. To do this, it needs to be assessed. The organization must use the property in commercial activities.

The procedure for determining the value of contributed property depends on who contributed it: a citizen, a Russian organization or a foreign organization.

If the property was contributed by a citizen or a foreign organization, the following rules must be followed. The value of the property contributed to pay for the shares is equal to the amount of documented expenses for its acquisition. Documents that confirm the expenses of the founder (shareholder) can be receipts for cash receipts, goods, cash receipts etc. In addition, an independent specialist must give his assessment of the property. When calculating income tax, an organization will be able to include the lesser of these amounts in expenses. If the value of the contributed property is not documented, then in tax accounting it will have to be recognized as zero.

Property contributed as payment for shares by a Russian organization is assessed according to the following rules. Its value in tax accounting will be equal to the residual value of the object in the tax accounting of the transferring party. The residual value of the property can be confirmed by extracts (copies) from tax registers. If the transferring party cannot confirm the residual value of the transferred property, then in tax accounting accept such property with zero initial cost.

The transferor's expenses associated with the transfer of property increase the initial cost of the fixed asset only if they are indicated as a contribution towards payment for shares in the constituent documents.

This follows from the rules provided for in subparagraph 2 of paragraph 1 of Article 277 of the Tax Code of the Russian Federation.

Accounting for fixed assets and intangible assets

The procedure for accounting for fixed assets and intangible assets received from the founders (third parties) depends on they are recognized as depreciable property or not.

Fixed assets or intangible assets received from the founders (third parties), the value of which is greater than that specified in paragraph 1 of Article 256 of the Tax Code of the Russian Federation, must be depreciated (Clause 1 of Article 256 of the Tax Code of the Russian Federation).

If the cost of fixed assets does not exceed the cost criterion established by clause 1 of Article 256 of the Tax Code of the Russian Federation, include it in material expenses as they are put into operation (subclause 3 of clause 1 of Article 254 of the Tax Code of the Russian Federation).

For more information on accounting for fixed assets contributed to the authorized capital of an organization, see How to formalize and reflect in accounting and taxation the receipt of fixed assets as a contribution to the authorized capital .

On accounting for intangible assets with a value less than the limit established by paragraph 1 of Article 256 of the Tax Code of the Russian Federation, see What property is considered depreciable in tax accounting? .

Write off the cost of materials

Write off the cost of materials that were used to pay for additional shares as expenses as they are released into production or operation (clause 2 of Article 272, subclause 1 of clause 3 of Article 273, subclause 3 of clause 1 of Article 254 of the Tax Code of the Russian Federation) .

Write-off of the cost of goods

When goods intended for resale are received, their cost is included in post-sale expenses (Clause 1, Article 268 of the Tax Code of the Russian Federation). An exception is provided for organizations that use the cash method of calculating income tax. They will not be able to write off the cost of the materials received. Since under the cash method expenses can only be taken into account after actual payment has been made (Clause 3 of Article 273 of the Tax Code of the Russian Federation).

Accounting for state duty

The amount of state duty paid for registration of an additional issue of shares, a report on the results of the issue and amendments to the charter can be attributed to:

• for other expenses (subclause 1, clause 1, article 264 of the Tax Code of the Russian Federation, letter of the Federal Tax Service of Russia for Moscow dated June 26, 2006 No. 20-12/56686);
• for non-operating expenses - as costs associated with the issue of shares (subclause 3, clause 1, article 265 of the Tax Code of the Russian Federation).

The organization has the right to independently decide which expenses include the amount of state duty (clause 4 of Article 252 of the Tax Code of the Russian Federation).

When using the accrual method, take into account the amount of the state duty at the time of its accrual (subclause 1, clause 7, article 272 of the Tax Code of the Russian Federation). With the cash method - as it is paid to the budget (subclause 3, clause 3, article 273 of the Tax Code of the Russian Federation).

Situation: is it possible to take into account the costs of consulting services related to the registration of a decision on an additional issue of shares when calculating income tax? A joint stock company increases its authorized capital by revaluing fixed assets.

Yes, you can.

When calculating income tax, an organization has the right to take into account any economically justified expenses that are documented and related to activities aimed at generating income. This follows from the provisions of paragraph 1 of Article 252 of the Tax Code of the Russian Federation.

The connection between the costs of registering an additional issue of shares and activities aimed at generating income can be justified as follows.

The economic justification of expenses that reduce taxable profit must be assessed taking into account the circumstances indicating the organization’s intentions to obtain an economic effect. It is this intention, and not the actually achieved result, that is the main condition for recognizing expenses as economically justified. This conclusion is contained in the ruling of the Constitutional Court of the Russian Federation dated June 4, 2007 No. 320-O-P and the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated October 12, 2006 No. 53.

The authorized capital of an organization determines the minimum amount of property that guarantees the interests of its creditors (paragraph 3, paragraph 1, article 25 of the Law of December 26, 1995 No. 208-FZ). Therefore, its increase is one of the signs of increasing financial stability and investment attractiveness of the organization for counterparties.

Thus, an additional issue of shares indicates the organization’s intentions to strengthen its position in the market, expand the composition of potential clients and, ultimately, increase its profitability. Consequently, the costs associated with registering an additional issue of shares can be considered economically justified.

If, when preparing documents for registering an additional issue of shares, an organization uses consulting services, their cost can be included in non-operating expenses as costs associated with the issue of its own securities. The basis for this is an open list of such expenses given in subparagraph 3 of paragraph 1 of Article 265 of the Tax Code of the Russian Federation.

If an organization calculates income tax using the accrual method, non-operating expenses are recognized in the reporting (tax) period in which they were actually incurred (subclause 3, clause 7, article 272 of the Tax Code of the Russian Federation). Under the cash method, expenses are recognized only after they have been paid (clause 3 of Article 273 of the Tax Code of the Russian Federation).

Similar clarifications are contained in letters of the Ministry of Finance of Russia dated February 6, 2009 No. 03-03-06/1/40 and dated January 21, 2009 No. 03-03-06/2/7. In arbitration practice there are examples of decisions in which judges take the same position (see, for example, decisions of the FAS North Caucasus District dated January 22, 2009 No. A53-7057/2008-C5-37, Volga-Vyatka District dated December 10 2007 No. A29-8106/2006a).

However, it should be noted that if the organization had the opportunity not to incur expenses for paying for consulting services (for example, the organization has qualified specialists in this field on its staff), then the question of economic feasibility of these costs may be questioned by inspectors.

BASIS: VAT

When contributing property as payment for shares, the transferring party must restore the VAT on the transferred property, and the receiving party can accept the amount of the restored tax as a deduction. In this case, do not take into account the amount of deductible VAT when determining the tax base for income tax as part of income. This is stated in subclause 3.1 of clause 1 of Article 251 of the Tax Code of the Russian Federation.

simplified tax system

Organizations applying the simplification do not include the cost of additionally received shares and share premium from their placement in taxable income (subclause 1, clause 1.1, article 346.15, subclause 3, clause 1, article 251 of the Tax Code of the Russian Federation).

Organizations that pay single tax Because of the difference between income and expenses, the value of property contributed as payment for shares cannot be included in expenses. For more information, seeHow to use the simplified tax system to take into account the receipt of fixed assets and intangible assets , How to write off material expenses using the simplified tax system .

The amount of state duty paid for registering an additional issue of shares, a report on the results of the issue and making changes to the charter, organizations that pay a single tax on the difference between income and expenses, have the right to take into account in expenses (subclause 22, clause 1, article 346.16 of the Tax Code of the Russian Federation) . Include the amount of the state duty in expenses at the time of its payment to the budget (clause 2 of Article 346.17 of the Tax Code of the Russian Federation).

UTII

The object of UTII taxation is imputed income (clause 1 of Article 346.29 of the Tax Code of the Russian Federation). Therefore, the cost of additionally received shares and share premium from their placement do not affect the calculation of the tax base.

Combination of OSNO and UTII

An organization can use the property received from the founders (shareholders) as payment for additional shares, simultaneously in activities subject to UTII and in activities for which the organization pays taxes. common system taxation. In this case, when writing off as expenses, the value of the property (the amount of depreciation on fixed assets and intangible assets) and the amount of state duty must be distributed. Payment of the state duty for registration of changes in the charter and additional issue of shares is simultaneously related to the organization’s activities on the general taxation system and to activities subject to UTII. Therefore, the collection amount also needs to be distributed. Income tax expenses include only the cost of property and the amount of state duties related to the organization’s activities on the general taxation system. This follows from the provisions of paragraph 9 of Article 274 and paragraph 7 of Article 346.26 of the Tax Code of the Russian Federation.

For more information on how to allocate expenses related to both tax regimes, seeHow to take into account income tax expenses when combining OSNO with UTII .