Net assets. Competent determination of the value of net assets.
Each business entity must be able to calculate the value of net assets.
An organization’s assets are everything that it owns (property, investments, third-party obligations to it), everything that helps to generate profit and can be converted into cash.
Along with the indicated 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 will remain at the disposal of the company after it has settled all its obligations. As a synonym in the economic literature and some regulatory sources, the term "own funds" is used. At its core, this is what the organization owes to the business owners, founders, speaking the economic language, 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 for the organization to fulfill obligations to third parties. In socially significant types of activities, the requirements for the amount of equity in the relevant field (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 LLC and JSC and the analysis of some important cases of application in the activity. Further, in the text of the Federal Law “On Limited Liability Companies” dated 08.02.1998 N 14-ФЗ, the Federal Law “No. 14-FZ” will be referred to as the Federal Law “On Joint-Stock Companies” dated 12.26.1995 N 208-ФЗ - “ФЗ No. 208-ФЗ ".
Note that currently there is a unified procedure for determining the value of net assets, approved by Order of the Ministry of Finance of the Russian Federation of 08.08.2014 N 84н (hereinafter - the Order) for various legal forms of legal entities - JSC, LLC, state and municipal unitary enterprises, production cooperatives , housing savings cooperatives, economic partnerships, with the exception of credit organizations and joint-stock investment funds.
Note. A credit institution calculates in the manner established by the Bank of Russia the amount of equity (capital).
How net assets are calculated
The value of net assets is defined as the difference between the amount accepted for the calculation of the assets of the organization and the amount accepted for the calculation of its obligations.
We will understand what is excluded during the calculations. First of all, we do not take into account accounting objects recorded on off-balance accounts (for example, leased fixed assets, goods and materials accepted for safekeeping, security of obligations and payments).
We do not accept receivables from founders (participants, shareholders, owners, members) for contributions (contributions) to the authorized capital (authorized capital, mutual fund, share capital), and for the payment of shares for the calculation of assets.
For the calculation of obligations we do not accept deferred income recognized by the organization in connection with receiving state aid, as well as in connection with the gratuitous receipt of property.
Everything else is taken into account when calculating.
Counting is carried out according to accounting data. For this we need a balance sheet. This follows from paragraph 7 of the Order.
In the 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 Order, as well as the structure of the balance sheet, we obtain the following detailed formula:
PA = (Section I + Section II - Debt of the authorized capital) - (Section IV + Section V - BP income) = = Section III-Debt of the capital + BP income,
where NA is the value of net assets;
Section I * - summarized in Sec. I (non-current assets);
Section II - summarized in Sec. II (current assets);
Section III - summarized in Sec. III (capital and reserves);
Section IV - summarized in Sec. IV (long-term liabilities);
Section V - summarized in Sec. V (current liabilities);
CC debt - debt of founders on contributions to the authorized capital;
BP income - deferred income (credit balance of account 98 “deferred income, sub-accounts“ Non-cash receipts ”,“ State Assistance ”).
(* refers to sections of the balance sheet).
AOs should evaluate the size of net assets quarterly at the end of each quarter, as well as at the end of the year. LLCs can only evaluate at the end of a calendar year.
Why calculate the size of net assets?
Reason 1. Implementation of financial control over the state of affairs
The indicator is used to monitor the financial condition, reflects the efficiency of the business entity.
First of all, the ratio of net assets to the size of the authorized capital (MC) is carried out. Both of these indicators are very important in relation to each other. The magnitude of the latter should be greater. Otherwise, the law requires certain changes to be made within the prescribed time period.
So, the annual report of the organization indicates:
1) the dynamics of changes in both net assets and the authorized capital of AO and LLC for the last three completed financial years, including the reporting year, or, if the organization exists 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 taken to rectify the situation.
Feature for AO: they must make such an assessment of the ratio of indicators on a quarterly basis at the end of each quarter. If the net assets turn out to be less than the authorized 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, after which the authorized capital is larger, JSC twice a month shall be obliged to place in the mass media in which the data on the state registration of legal entities are published a notice on the reduction in the value of their net assets.
The creditor of the company, if its claim rights arose prior to the publication of the notification, no later than 30 days from the date of the last publication of such notification, has the right to demand early execution of the corresponding obligation from the joint-stock company, and if it is impossible to fulfill it early, terminate the obligation and reimburse the associated losses. The limitation period for applying to the court with this requirement is six months from the date of the last publication of such a 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 by such a reduction are not violated;
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 UK (paragraph 4 of Article 30 of the Federal Law No. 14-FZ, paragraph 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 should be made:
1) to reduce the authorized capital of the company to a size 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 “opposite” 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 are: making additional contributions to the company’s property, using borrowed funds, writing off uncollectible debt collection, increasing profits and reducing losses, re-evaluating, issuing shares. Each of these paths has its own difficulties. The use of financial assistance increases the size of liabilities. The increase in profits and revenues is limited by a lack of resources and limited sales markets, etc. You can, on the contrary, take the path of reducing costs, lowering the level of obligations. Such a reduction can be achieved by restructuring them (changing repayment schedules, deferring payments, by repaying 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. in particular, to improve work in the direction of collecting receivables, including organizational, judicial work with contractors, sale of debts to third parties, offsetting, 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 that should not be reflected there on the date of the valuation are reflected in accounting. 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, for a kind of "adjustment" of tax consequences for business.
Factors that artificially overestimate the value of net assets include, in particular, accounts receivable that are unrealistic to be collected, which must be written off (for example, the statute of limitations has expired, the counterparty has ceased to exist without succession), fixed assets unsuitable for use due to depreciation, or unsuitable due to obsolescence intangible assets, as well as investments in subsidiaries conducting loss-making activities, when the value of such a subsidiary due to lower accuracy than the size of investments in it, etc.
Reason 2. Payment of dividends.
As indicated in paragraph 1 of Article 29 of the Federal Law No. 14-FZ, the LLC is not entitled to make a decision on the distribution of its profit if, at the time of the decision, the size of the 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 (declare) on the payment of dividends on shares and pay declared dividends if, on the day of such a decision / on the payment day, respectively, the amount of the JSC’s net assets is less than its authorized capital and reserve fund , and excesses over the face value determined by the charter of the liquidation value of the placed preferred shares or will become less than their size as a result of such a decision / as a result of payment of idendov (Claims 1, 4 Art. 43 FZ №208-FZ).
Reason 3. To calculate the true value of a share
The actual value of the share of the LLC participant corresponds to a part of the value of net assets proportional to the size of its share (Clause 2, Article 14 of the Federal Law No. 14-FZ).
In what cases will you need to calculate it?
Firstly, in case of acquisition of a share by the Company at the request of its participant, when its transfer to third parties is prohibited by constituent documents, and other participants refused to purchase, or, in accordance with the charter, it is necessary to obtain consent to the transfer, but it has not been received.
Secondly, in cases of acquisition of a share by the company at the request of its participant, who voted against the adoption by the general meeting of a decision on a major transaction or an increase in the authorized capital, in accordance with paragraph 1 of Art. 19 Federal Law No. 14-Federal Law, or who did not participate in the vote.
In these two cases, the period for payment is three months from the day the corresponding obligation arose, unless otherwise specified in the charter. Its size is determined on the basis of the financial statements of the company for the last reporting period preceding the day of the appeal with the corresponding requirement.
Thirdly, in cases of exclusion of a participant, when his share was transferred to LLC.
Fourthly, when the consent of the LLC participants to transfer the share to the heirs, assigns, the buyer at public auction, the founders (participants) of the liquidated legal entity having property rights to its property or obligation rights in relation to this legal entity is not obtained.
Fifthly, in the event of a participant withdrawing from the company (if the Charter does not contain a corresponding prohibition) by alienating his share of the LLC.
Sixth, in the case when the LLC pays the creditors of its member the actual value of its share at the request of the creditors.
Payment is made due to 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. The increase in share capital
An LLC may increase its charter capital at the expense of its property, and (or) at the expense of additional contributions of its participants, and (or), if it is not prohibited by its charter, at the expense of contributions of third parties accepted into the company.
If the increase is due to the property belonging to him, you can not do without calculating the size of net assets, since paragraph 2 of Art. 18 FZ 14-FZ establishes the rule: the amount by which the authorized capital is increased by 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.
AO can increase its authorized capital by increasing the nominal value of shares or by placing additional shares. At the same time, an increase through the placement of additional shares can be carried out at the expense of its property, and if it is carried out by increasing the nominal value of shares, then it is carried out only at the expense of the property of JSC.
For cases of an increase in the charter capital of a joint-stock company due to its property, a rule is established that is similar to the rules for a limited liability company: The amount by which the authorized capital of a joint-stock company is increased due to the property of a joint-stock company should not exceed the difference between the size of net assets and the amount of the authorized capital and its reserve fund (p .5 Article 28 of the Federal Law No. 208-FZ).
Reason 5. The decrease in share capital.
Federal Law No. 208-ФЗ secures for AO the possibility of reducing the authorized capital, and also secures cases of its mandatory reduction. In this case, one also cannot do without the calculations to which our article is devoted.
First, in this case, the rule must be observed: the ratio of the amount by which the authorized capital is reduced to its size can not be less than the ratio of the money received by the shareholders and (or) the total value of the issued securities purchased by them to the size of net assets, the value which is determined according to his accounting records 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 c, 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 on reduction if, on the day of its adoption, the size of its net assets is less than the amount of its authorized capital, reserve fund and the excess of the nominal value of the liquidation value of the preferred shares placed by the charter or becomes such as a result of being carried out in accordance with the rules of paragraph 3 of article 29 ФЗ No. 208-ФЗ payment of cash and (or) alienation of equity securities.
As you can see, the calculation of net assets is extremely important in the life of each business entity. Its indicators give the company reliability, strengthening confidence in it in the market, expanding opportunities for attracting financial resources, consolidate confidence in solvency and stability.
Using the calculation skills that were discussed in this article, an enterprise can respond to changing conditions in a timely manner, track negative trends, and flexibly overcome them. Making managerial decisions is possible in the conditions of full, objective and comprehensive information about the value of net assets and its dynamics. The obligation of AO to provide any interested person with access to information on the value of its net assets is legislatively fixed. For participants in the LLC, as we know, the right to receive any information about the activities of the company, including indicators of the value of net assets, is fixed.
November 05, 2015
Galina Korotkevich
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