credit expansion — Distribution, intensive expansion of credit transactions and bank operations in order to make a profit. (Financial and Credit Encyclopedic Dictionary / Under the general editorship of A.G. Gryaznova.-M., 2002)
The main goal of credit expansion is the struggle for the most profitable markets, sources of raw materials, and areas for capital investment. (Financial and Credit Encyclopedic Dictionary / Under the general editorship of A.G. Gryaznova.-M., 2002)
Credit expansion is carried out within the country through the impact on the economy of the main instruments of monetary policy of the central bank. Credit expansion includes a reduction in the discount rate of the central bank (refinancing rate), a decrease in interest rates on Lombard loans, a change in the norms of required reserves deposited with the central bank (or their abolition), the purchase of securities on the open market, the expansion of purchases from commercial banks of foreign currency, reduction of the interest rate on these operations, the abolition of quantitative restrictions on loans. Creating favorable conditions for commercial banks expands the opportunities for investment in the economy and contributes to the flooding of the financial market with cheap means of payment. However, credit expansion does not always lead to economic recovery. In an unfavorable environment, commercial banks often do not increase their investments in the real sector of the economy, but use them in the securities market to purchase financial assets, such as government securities. In this regard, a stimulating moment in the activity of the state to attract additional credit resources to the economy is a decrease in the yield on government securities. (Modern Financial and Credit Dictionary / Under the general editorship of M.G. Lapusta, P.S. Nikolsky.-M., 2002)
The procedure for assessing the value of net assets of joint-stock companies
economic net asset value
The procedure for assessing the value of net assets of joint-stock companies is established by the joint order of the Ministry of Finance of Russia and the Federal Commission for the Securities Market dated January 29, 2003 No. 10n / 03-6 / PZ, registered with the Ministry of Justice of Russia on March 12, 2003 (reg. No. 425), in which contains the following provisions:
1. The value of the net assets of a joint-stock company is understood as a value determined by subtracting from the sum of the assets of the joint-stock company accepted for calculation, the amount of its liabilities accepted for calculation;
2. Evaluation of property, funds in settlements and other assets and liabilities of a joint stock company is carried out taking into account the requirements of the provisions on accounting and other regulatory legal acts on accounting. To assess the value of the net assets of a joint-stock company, a calculation is made according to the financial statements.
3. The assets accepted for settlement include:
Non-current assets reflected in the first section of the balance sheet (intangible assets, fixed assets, construction in progress, profitable investments in tangible assets, long-term financial investments, other non-current assets);
Current assets reflected in the second section of the balance sheet (stocks, VAT on acquired valuables, receivables, short-term financial investments, cash, other current assets), with the exception of the value in the amount of actual costs for the repurchase of its own shares, repurchased by the joint-stock company from shareholders for their subsequent resale or cancellation, and debts of participants (founders) on contributions to the authorized capital.
4. The composition of liabilities accepted for calculation includes:
Long-term liabilities on loans and credits and other long-term liabilities;
Short-term liabilities on loans and credits;
Accounts payable;
Debts to participants (founders) for the payment of income;
Reserves for future expenses;
Other current liabilities.
5. Estimation of the value of net assets is carried out by the joint-stock company on a quarterly basis and at the end of the year on the corresponding reporting dates;
6. Information on the value of net assets is disclosed in the interim and annual financial statements.
Due to the lack of relevant regulatory documents, organizations (enterprises) of other organizational and legal forms (LLC, UE) should calculate the value of net assets according to the methodology established by the Ministry of Finance of Russia and the Federal Securities Commission for joint-stock companies.
The procedure for calculating and analyzing the value of net assets
To date, there is no unambiguous approach to the calculation of net assets (NA) in regulatory documents and special economic literature, there is no comprehensive methodology for their analysis. Starting from 1995, this indicator began to be reflected in the financial statements, in particular, in the form No. 3 “Report on changes in equity” (p. 150). The methodology for the formation of net assets is currently defined in the order of the Ministry of Finance of the Russian Federation No. 10n, the Federal Commission for the Securities Market of the Russian Federation No. 03-6 / pz dated January 29, 2003 "On the procedure for assessing the value of net assets of joint-stock companies" and provides for the following calculation according to the balance sheet data:
where A, P - assets and liabilities, respectively, taken to calculate net assets.
The amount of assets (A) is determined as the sum of non-current assets (line 190) and current assets (line 290) minus the items “Debts of participants (founders) for contributions to the authorized capital” and “Treasury shares redeemed from shareholders”. In connection with the introduction of changes in the content of financial statements in accordance with the order of the Ministry of Finance of the Russian Federation dated July 22, 2003 No. 67n “On the Forms of Accounting Statements of Organizations”, the line “Own shares redeemed from shareholders” in the balance sheet was transferred from an asset to a liability - to the section III "Capital and reserves" - as a line regulating the authorized capital. Therefore, the amount of assets accepted for the calculation of net assets is no longer required to be adjusted for the above line of the balance sheet.
The amount of liabilities (P) is calculated as the sum of the items "Long-term liabilities" (p. 590) and "Current liabilities" (p. 690) minus the item "Deferred income" (p. 640). Prior to the issuance of the said order, the liabilities included the article “Target financing and receipts” (p. 450), which was illegal, since it contains amounts equivalent to one’s own.
At the same time, in other regulations and economic literature, there is a slightly different scheme for calculating the NA. In particular, it was established in the Methodological Recommendations that the value of the assets involved in their calculation should also be reduced by the amount of the item “VAT on acquired valuables” (p. 220). This can be explained by the fact that, under the existing tax legislation (Chapter 21 of the Tax Code of the Russian Federation), this amount can be accepted to reduce the amount of VAT paid by the organization on goods, products, works, services sold only if a sufficiently large number of conditions are met (posting and payment of valuables, registration of invoices, etc.), that is, there are big doubts about the actual write-off of the amount of VAT on acquired valuables to pay off the "outgoing" VAT. However, in a similar way, one can doubt that other assets will actually become sources of covering the obligations of the enterprise, since they may include “stale” stocks, overdue receivables, obsolete fixed assets, investments in illiquid securities, and the organization’s balance sheet does not reveals information about such facts. Therefore, in our opinion, it was unlawful to reduce the value of net assets by the amount of VAT on acquired assets. It should be noted that this provision, which was also provided for by the earlier Order of the Ministry of Finance of the Russian Federation No. 71, the Federal Commission for the Securities Market of the Russian Federation No. 149 dated August 5, 1996 "On the procedure for assessing the value of the net assets of joint-stock companies", is now canceled by a new order of the Ministry of Finance of the Russian Federation No. 10n, the Federal Commission for the Securities Market of the Russian Federation No. 03-6/pz dated January 29, 2003
At the same time, the Methodological Recommendations provided that the liabilities of the organization, reflected in Section V of the balance sheet and accepted for calculating net assets, are not included, together with the article “Deferred income”, the article “Reserves for future expenses” (p. 650). All this testifies to the need for a unified methodology for calculating net assets, excluding various interpretations of this indicator.
No less problem is the development of a coherent methodology for the analysis of net assets, its main areas are:
Analysis of the dynamics of net assets. To do this, it is necessary to calculate their value at the beginning and end of the year, compare the obtained values, identify the reasons for the change in this indicator;
Assessment of the reality of the dynamics of net assets, since their significant increase at the end of the year may not be significant compared to the growth of total assets. To do this, it is necessary to calculate the ratio of net and total assets at the beginning and end of the year;
Assessment of the ratio of net assets and authorized capital. Such a study allows you to identify the degree of closeness of the organization to bankruptcy. This is evidenced by the situation when net assets in their value are less than or equal to the authorized capital. The Civil Code of the Russian Federation establishes that if the value of the net assets of a company becomes less than the minimum amount of authorized capital determined by law, then the company is subject to liquidation;
Evaluation of the effectiveness of the use of net assets. To do this, the indicators "turnover of net assets" and "profitability of net assets" are calculated and analyzed in dynamics, their factorial research is carried out.
ACCOUNTING FOR NET ASSETS
The value of net assets is one of the most important indicators that should be controlled in the process of diagnosing the causes of insolvency (bankruptcy) of organizations. Insufficient amount of net assets of a joint-stock company may lead to the liquidation of the organization in a judicial proceeding.
Net assets - a calculated value, determined as the difference between the value of the assets of a joint-stock company, accepted for calculation, and its liabilities, accepted for calculation.
The net assets of a joint-stock company are evaluated according to accounting data in accordance with paragraph 3 of Art. 35 of the Federal Law "On Joint Stock Companies" dated December 26, 1995 No. 208-FZ.
The procedure for calculating the value of the net assets of joint-stock companies is determined by the order of the Ministry of Finance of the Russian Federation and the Federal Commission for the Securities Market No. 10-N,03-6 / GO (4242) "The procedure for assessing the value of the net assets of joint-stock companies":
CHA \u003d A * - P *
where NA - net assets; A* - assets accepted for calculation; P* - liabilities accepted for calculation.
A * \u003d A 1 + A 2 - page 244,
where A 1 is the book value of non-current assets, with the exception of the book value of own shares repurchased from shareholders; A 2 - the cost of current assets; line 244 of form No. 1 “indebtedness of participants for contributions to the authorized capital;
P * \u003d P 4 + P 5 - p. 650;
where P 4 - long-term liabilities; P 5 - short-term liabilities; line 650 of form No. 1 - reserves for future expenses.
Calculation of net assets is carried out according to the reporting form presented in the order of the Ministry of Finance of the Russian Federation and the Federal Securities Commission No. 10-N, OZ-6 / PZ (4242).
Table 22.6
| Name of indicator | Balance sheet line code | At the beginning of the reporting period | At the end of the reporting year |
| 1. Assets | |||
| 1. Intangible assets | |||
| 2. Fixed assets | |||
| 3. Construction in progress | |||
| 4. Profitable investments in material values | |||
| 5. Long-term and short-term financial investments<1> | |||
| 6. Other non-current assets<2> | |||
| 7. Stocks | |||
| 8. Value added tax on acquired valuables | |||
| 9. Accounts receivable<3> | |||
| 10. Cash | |||
| 11. Other current assets | |||
| 12. Total assets accepted for calculation (the sum of these items 1-11) | |||
| II. Liabilities | |||
| 13. Long-term liabilities on loans and credits | |||
| 14. Other long-term liabilities<4>, <5> | |||
| 15. Short-term liabilities on loans and credits | |||
| 16. Accounts payable | |||
| 17. Debt to participants (founders) for the payment of income | |||
| 18. Reserves for future expenses | |||
| 19. Other current liabilities | |||
| 20. Total liabilities accepted for calculation (the sum of these items 13-19) | |||
| 21. The value of net assets of a joint-stock company (total assets accepted for calculation (line 12), minus total liabilities accepted for calculation (line 20)) |
<1>With the exception of the actual costs of repurchasing own shares from shareholders.
<2>Including the amount of deferred tax assets.
<3>With the exception of debts of participants (founders) on contributions to the authorized capital.
<4>Including the amount of deferred tax liabilities.
<5>The data on the amount of other long-term and short-term liabilities show the amounts of provisions created in accordance with the established procedure in connection with contingent liabilities and termination of operations.
The value of net assets is of key importance in the system for assessing the financial stability of an organization in the following situations:
1. Estimation of the ratio of net assets and authorized capital. Based on the provisions of the Civil Code of the Russian Federation and the Law "On Joint-Stock Companies" (starting from the second year of the existence of a joint-stock company, the value of net assets according to the annual balance sheet is compared with its authorized capital).
If the value of net assets is less than the size of the authorized capital, then the joint-stock company is obliged to announce a decrease in the authorized capital, as well as register this change in the prescribed manner.
The problem is that, under Russian law, the size of the authorized capital is regulated: for OJSC - 1000 minimum wages on the date of registration, for CJSC - 100 minimum wages on the date of registration (Article 26 of the Federal Law "On Joint Stock Companies").
If the value of net assets is less than the legally established minimum authorized capital, then the joint-stock company is obliged to make a decision on its liquidation (clause 4, article 99 of the Civil Code of the Russian Federation, clause 4, article 35 of the Law "On Joint Stock Companies"). If the joint-stock company does not independently decide on liquidation, then it can be liquidated in a judicial proceeding.
1. Estimation of the value of net assets when making a decision on the repurchase of shares. A joint-stock company is not entitled to buy ordinary shares placed by it if the value of net assets is less than the threshold level. The smallest of the three indicators is taken as the threshold level:
Authorized capital;
Reserve Fund;
The difference between the liquidation and par values of the placement of preferred shares (the liquidation value of preferred shares is determined in the charter).
A JSC can spend no more than 10% of the net asset value on the purchase of its own shares. At the same time, the value of net assets is determined as of the date of the decision, after which the shareholder has the right to demand from the company the repurchase of shares belonging to this shareholder, namely:
When deciding on the reorganization of the company or the conclusion of a major transaction, which must be approved by the general meeting of shareholders;
When deciding to introduce amendments and additions to the charter of the company or approve the charter of the company in a new edition, restricting the rights of shareholders.
2. Evaluation of the impact of the value of net assets on the payment of dividends. If a joint-stock company wants to decide on the payment of dividends or pay them, then on the day the decision is made, it is necessary to determine the value of net assets. It will be less than the threshold level or will become less than this level as a result of the payment of dividends. In this case, the JSC does not have the right to make a decision on the payment of dividends and pay them.
Thus, the value of net assets has a great influence on management decisions in a joint-stock company, so the size of net assets must be controlled, planned and predicted.
Each business entity must be able to calculate the value of net assets.
The assets of an organization are everything that it owns (property, investments, obligations of third parties to it), everything that generates profit and that can be converted into cash.
Along with the specified property and investments, the organization in the course of its existence always has obligations to third parties. Net assets (also use the prefix "net", net assets) - this is all that remains at the disposal of the company after it pays off all its obligations. The term "own funds" is used as a synonym in the economic literature and some normative sources. In essence, this is what the organization owes to business owners, founders, in economic terms, the so-called “business price”, since the owners of the company in the event of its liquidation, bankruptcy can count on paying off debts to them last, after the organization's obligations to other creditors will be repaid.
On the other hand, own funds act as a financial guarantee of the organization's fulfillment of obligations to third parties. In socially significant activities, the requirements for the amount of equity in the relevant area (for example, in banking, insurance) are very high.
This concept has an extremely important practical application, in connection with which this material is devoted to the study of the algorithm for assessing the value of the net assets of LLCs and JSCs and the analysis of some important cases of application in activity. Further in the text of the Federal Law "On Limited Liability Companies" dated 08.02.1998 N 14-FZ will be referred to as "FZ No. 14-FZ", the Federal Law "On Joint-Stock Companies" dated 12.26.1995 N 208-FZ - "FZ No. 208-FZ ".
Note that currently there is a single The procedure for determining the value of net assets, approved by Order of the Ministry of Finance of the Russian Federation of August 28, 2014 N 84n (hereinafter referred to as the Procedure) for various organizational and legal forms of legal entities - JSC, LLC, state and municipal unitary enterprises, production cooperatives, housing savings cooperatives, business partnerships, with the exception of credit organizations and equity investment funds.
Note. The credit institution calculates, in accordance with the procedure established by the Bank of Russia, the amount of its own funds (capital).
How net assets are calculated
The value of net assets is determined as the difference between the amount of the organization's assets accepted for calculation and the amount of its liabilities accepted for calculation.
Let's figure out what we exclude when performing calculations. First of all, we do not take into account accounting items recorded on off-balance accounts (for example, leased fixed assets, goods and materials accepted for safekeeping, securing obligations and payments).
For the calculation of assets, we do not accept the accounts receivable of the founders (participants, shareholders, owners, members) for contributions (contributions) to the authorized capital (authorized fund, share fund, share capital), for payment of shares.
For the calculation of liabilities, we do not accept deferred income recognized by the organization in connection with the receipt of state assistance, as well as in connection with the gratuitous receipt of property.
Everything else is included in the calculations.
The calculation is carried out according to accounting data. To do this, we need a balance sheet. This follows from paragraph 7 of the Order.
In its most simplified form, the formula for calculating the value of net assets will look like this:
NA = Assets to be settled - Liabilities to be settled
Using the provisions of the Procedure, as well as the structure of the balance sheet, we obtain the following detailed formula:
NA = (Section I + Section II - MC Debt) - (Section IV + Section V - BP Income) = = Section III - MC Debt + BP Income,
where NA is the value of net assets;
Section I* - total for section. I (non-current assets);
Section II - summary of section. II (current assets);
Section III - summary of section. III (capital and reserves);
Section IV - summary of section. IV (long-term liabilities);
Section V - total for section. V (short-term liabilities);
Debt of the Criminal Code - the debt of the founders on contributions to the authorized capital;
BP income - deferred income (credit balance of account 98 “Deferred income, sub-accounts “Free receipts”, “State Assistance”).
(*meaning sections of the balance sheet).
AOs must evaluate their net assets on a quarterly basis at the end of each quarter, as well as at the end of the year. LLCs can only evaluate at the end of the calendar year.
Why calculate net assets?
Reason 1. Financial control over the state of affairs
The indicator is used to control the financial condition, reflects the efficiency of the functioning of an economic entity.
First of all, the ratio of net assets to the size of the authorized capital (UK) is carried out. Both of these indicators are very important in relation to each other. The latter should be larger. Otherwise, the law prescribes certain changes within a specified period.
So, in the annual report of the organization are indicated:
1) the dynamics of changes in both net assets and the authorized capital of JSCs and LLCs for the last three completed financial years, including the reporting year, or, if the organization exists for less than three years, for each completed financial year;
2) the results of the analysis of the causes and factors that, in the opinion of the sole executive body of the company, the board of directors, led to the fact that the ratio of indicators is violated;
3) a list of measures that are proposed to be implemented to remedy the situation.
A special feature for AOs: they must make such an assessment of the ratio of indicators quarterly at the end of each quarter. If net assets turn out to be less than the charter capital by more than 25 percent at the end of three, six, nine or twelve months of the reporting year following the second or each subsequent reporting year, at the end of which the amount of the authorized capital turned out to be greater, JSC twice with a frequency of once a month is obliged to place in the mass media, in which data on the state registration of legal entities are published, a notice of a decrease in the value of its net assets.
The creditor of the company, if its rights of claim arose before the publication of the said notice, no later than 30 days from the date of the last publication of such notice, has the right to demand from the JSC early performance of the relevant obligation, and if its early performance is impossible, termination of the obligation and compensation for the related losses. The limitation period for applying to the court with this requirement is six months from the date of the last publication of such notice.
The court has the right to refuse to satisfy such a claim of the creditor if it is proved:
1) the rights of creditors are not violated by such a reduction;
2) the security provided for the proper performance of the relevant obligation is sufficient.
The value of net assets at the end of two financial years in a row cannot be less than the Criminal Code (clause 4 of Article 30 of the Federal Law No. 14-FZ, clause 6 of Article 35 of the Federal Law No. 208-FZ). Otherwise, no later than six months after the end of the relevant financial year, one of the following decisions must be taken:
1) on reducing the authorized capital of the company to an amount not exceeding the value of its net assets;
2) on the liquidation of the company.
The Civil Code also provided an opportunity in this case to go the "reverse" way - to increase net assets to the size of the authorized capital (clause 4 of Article 90 of the Civil Code of the Russian Federation, clause 4 of Article 99 of the Civil Code of the Russian Federation).
Possible ways of such an increase: making additional contributions to the property of the company, using borrowed funds, writing off bad debts, increasing profits and reducing losses, revaluing, issuing shares. Each of these paths has its own difficulties. The use of financial assistance increases the amount of liabilities. The increase in profits, revenues is limited by a lack of resources and limited sales markets, etc. You can, on the contrary, take the path of reducing the amount of costs, lowering the level of obligations. Such a decrease can be achieved through their restructuring (changing repayment schedules, deferred payments, by paying off part of the debts, which is possible, in turn, if there is a sufficient amount of available funds that can be used to fulfill the organization's obligations. For these purposes, it is possible, in in particular, to improve work in the direction of collection of receivables, including organizational, judicial work with counterparties, sale of debts to third parties, mutual offsets, etc.
At the same time, it is worth mentioning the so-called “imaginary assets” - in order to improve performance or for other reasons (technical errors, insufficient qualifications of responsible persons), assets are reflected in the accounting records that should not be reflected there on the date of the assessment. Such "imaginary equity" does not bring real profit, it has "value" only on paper. What to hide, sometimes this is done in order to achieve compliance of the financial performance of the organization with regulatory requirements (for example, to carry out activities in licensed areas), to obtain borrowed funds, including credit funds, for a kind of “adjustment” of tax consequences for business.
Factors that artificially inflate the value of net assets include, in particular, uncollectible receivables that must be written off (for example, the limitation period has expired, the counterparty has ceased to exist without succession), fixed assets unusable due to depreciation, or intangible assets unsuitable due to moral obsolescence, as well as investments in subsidiaries that conduct unprofitable activities, when the cost of such a subsidiary is lower than the amount of investments in it due to unprofitability, etc.
Reason 2. Dividend payment
As stated in paragraph 1 of Article 29 of the Federal Law No. 14-FZ, an LLC is not entitled to make a decision on the distribution of its profits if, at the time of the decision, the amount of net assets is less than its authorized capital and reserve fund or becomes such as a result of such a decision.
Similar restrictions are established by law for JSCs that are not entitled to make a decision (announce) on the payment of dividends on shares and pay declared dividends, if on the day of making such a decision / on the day of payment, respectively, the amount of net assets of the JSC is less than its authorized capital, and the reserve fund , and the excess of the liquidation value of the placed preferred shares over the nominal value determined by the charter or will become less than their size as a result of such a decision / as a result of the payment of dividends (clauses 1, 4 of article 43 of the Federal Law No. 208-FZ).
Reason 3. To calculate the actual value of the share
The actual value of the share of an LLC participant corresponds to the part of the net asset value proportional to the size of its share (clause 2, article 14 of the Federal Law No. 14-FZ).
In what cases is it necessary to calculate it?
Firstly, in the case of the acquisition of a share by the Company at the request of its participant, when its alienation to third parties is prohibited by the constituent documents, and other participants refused to acquire it, or, in accordance with the charter, it is necessary to obtain consent to the alienation, but it was not received.
Secondly, in cases of acquisition of a share by a company at the request of its participant who voted against the adoption by the general meeting of a decision to make a major transaction or to increase the authorized capital, in accordance with paragraph 1 of Art. 19 FZ No. 14-FZ, or did not take part in the voting.
In the two indicated cases, the period for payment is three months from the date of the occurrence of the corresponding obligation, unless otherwise specified in the charter. Its size is determined on the basis of the data of the company's financial statements for the last reporting period preceding the day of filing the relevant claim.
Thirdly, in cases of exclusion of a participant, when his share was transferred to the LLC.
Fourthly, when the consent of the participants of the LLC to transfer the share to the heirs, successors, the buyer at public auction, the founders (participants) of the liquidated legal entity, having rights in rem to its property or rights of obligation in relation to this legal entity, has not been received.
Fifth, in the event of a participant's withdrawal from the company (if the Charter does not contain a corresponding prohibition) by alienating his share in the LLC.
Sixth, in the case when the LLC pays the creditors of its participant the actual value of its share at the request of the creditors.
The payment is made from the difference between the value of the company's net assets and the size of its authorized capital. If such a difference is not enough, the obligation to reduce the authorized capital by the missing amount is prescribed.
Reason 4. Increase in authorized capital
An LLC may increase its charter capital at the expense of its property, and (or) at the expense of additional contributions from its participants, and (or), unless it is prohibited by its charter, at the expense of contributions from third parties accepted by the company.
If the increase occurs at the expense of the property belonging to him, one cannot do without calculating the amount of net assets, since clause 2 of Art. 18 FZ 14-FZ establishes the rule: the amount by which the authorized capital is increased at the expense of the property belonging to it should not exceed the difference between the net assets of the LLC and the amount of the authorized capital and its reserve fund.
JSC may increase its authorized capital by increasing the par value of shares or by placing additional shares. At the same time, an increase by placing additional shares can be carried out at the expense of its property, and if it goes through an increase in the nominal value of shares, then it is carried out only at the expense of the JSC's property.
For cases when the authorized capital of a joint-stock company is increased at the expense of its property, a rule is established similar to the rules for an LLC: .5 article 28 of the Federal Law No. 208-FZ).
Reason 5. Decrease in authorized capital.
Federal Law No. 208-FZ establishes for JSCs the possibility of reducing the authorized capital, and also establishes cases of its mandatory reduction. In this case, one cannot do without the calculations to which our article is devoted.
Firstly, in this case, the rule must be observed: the ratio of the amount by which the authorized capital is reduced to its size before the reduction cannot be less than the ratio of the funds received by shareholders and (or) the total value of equity securities acquired by them to the amount of net assets, the cost which is determined according to its accounting data as of the reporting date for the last quarter preceding the quarter during which the board of directors (supervisory board) decided to convene a general meeting of shareholders, the agenda of which contains the issue of reducing the Criminal Code (clause 3 of article 29 of the Federal Law 208-FZ).
Secondly, the law prohibits a joint-stock company from making a decision to decrease if, on the day of its adoption, the amount of its net assets is less than the sum of its authorized capital, reserve fund and excess of the liquidation value of the placed preferred shares over the nominal value determined by the charter or becomes such as a result of actions carried out in accordance with the rules of paragraph 3 of Art. 29 FZ No. 208-FZ payment of funds and (or) alienation of issue-grade securities.
As you can see, the calculation of net assets is extremely important in the life of every business entity. Its indicators give the company reliability, strengthening its credibility in the market, expand the possibilities for attracting financial resources, and strengthen confidence in solvency and sustainability.
Using the calculation skills discussed in this article, an enterprise can respond in a timely manner to changing conditions, track negative trends, and flexibly overcome them. Management decision-making is possible in conditions of complete, objective and comprehensive information about the value of net assets and its dynamics. The duty of a joint stock company to provide any interested person with access to information on the value of its net assets is legally fixed. For LLC participants, as we know, the right to receive any information about the activities of the company, including indicators of the value of net assets, is secured. errors in the alienation of a share in the authorized capital of the company conducting litigation;
4) ;
5) ;
6) .
The placement price or the buyback price of the issue-grade securities of the company are determined by the decision of the board of directors (supervisory board) of the company, they must be determined based on their market value.
If a person interested in making one or more transactions in which the price (monetary value) of property is determined by the board of directors (supervisory board) of the company is a member of the board of directors (supervisory board) of the company, the price (monetary value) of the property is determined by the decision of the members of the board of directors ( Supervisory Board) of a company not interested in the transaction. In a company with 1,000 or more shareholders, the price (monetary value) of the property is determined by independent directors who are not interested in the transaction.
If the number of disinterested directors is less than the quorum specified by the charter for holding a meeting of the board of directors (supervisory board) of the company and (or) if all members of the board of directors (supervisory board) of the company are not independent directors, the price (monetary value) of the property may be determined by decision of the general meeting of shareholders, adopted in the manner prescribed by paragraph 4 of Art. 83 FZ "On JSC".
An independent appraiser may be involved to determine the market value of the property.
The involvement of an independent appraiser to determine the market value is mandatory for determining the price for the repurchase by the company from the shareholders of their shares in accordance with Art. 76 of the Federal Law "On JSC", as well as in other cases, if it is expressly provided for by this law.
In the case of determining the placement price of securities, the purchase price or the ask price and the offer price of which are regularly published in the press, it is not necessary to involve an independent appraiser, and to determine the market value of such securities, this purchase price or the ask price and the offer price must be taken into account. .
The value of the net assets of a joint-stock company is understood as a value determined by subtracting from the sum of the assets of the joint-stock company accepted for calculation, the amount of its liabilities accepted for calculation.
Evaluation of property, funds in settlements and other assets and liabilities of a joint-stock company is carried out taking into account the requirements of the provisions on accounting and other regulatory legal acts on accounting. To assess the value of the net assets of a joint-stock company, a calculation is made according to the financial statements.
The composition of assets accepted for calculation includes:
- non-current assets reflected in the first section of the balance sheet (intangible assets, fixed assets, construction in progress, profitable investments in tangible assets, long-term financial investments, other non-current assets);
- current assets reflected in the second section of the balance sheet (stocks, value added tax on acquired valuables, receivables, short-term financial investments, cash, other current assets), with the exception of the value in the amount of actual costs for the redemption of their own, redeemed by the joint-stock company from shareholders for their subsequent resale or cancellation, and debts of participants (founders) on contributions to the authorized capital.
Liabilities included in the calculation include:
- long-term liabilities on loans and credits and other long-term liabilities;
- short-term liabilities and loans;
- accounts payable;
- debts to participants (founders) for payment of income;
- reserves for future expenses;
- other short-term liabilities.
Nominal and market value of shares: Video
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