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Violation of the deadline for the formation of the authorized fund in LLC. Analysis of the most common situations.

The legislation of the Republic of Belarus does not determine the minimum requirements for the size of the authorized capital of limited liability companies (hereinafter - LLC). However, a maximum period has been set for the participants (founders) of the LLC to form it.

So, based on the Regulation on the state registration of business entities (hereinafter - the Regulation), the authorized fund of the LLC must be formed within 12 months from the date of state registration of the LLC, unless a shorter period is specified by the founders in its charter during registration.

Making determined contributions to the authorized capital is the obligation of the founders.

Both cash and other things, for example, securities, other property, property and other rights having a confirmed value estimate may be used as a contribution to the authorized fund.

Deadline for formation is violated. What to do? How to solve a problem?

Let’s consider 3 the most common situations connected with such a problem as violation of the deadline for the formation of the authorized capital:

  • situation No. 1 - the authorized fund is partially formed by the participants, it means an incomplete amount according to the amount indicated in the charter;
  • situation No. 2 - non-payment of its share in full by one of the participants;
  • situation No. 3 – did not form the authorized capital in full at the required time, it means none of the participants contributed anything to the authorized capital.

Situation No. 1 - the authorized fund is partially formed by the participants

Based on the Regulation, legal entities that have not formed the authorized capital in the amount specified in the charter within the prescribed period should reduce the initially announced amount of the authorized capital to actually formed.

Thus, the LLC must hold a general meeting of participants in order to make a decision on reducing the authorized capital. A decrease in the authorized capital implies the obligatory notification of its creditors by sending them a corresponding notice or by placing an advertisement on the online portal of the magazine “Justice of Belarus”.

As a result, the LLC registers the changes connected with the reducting of the authorized capital in the charter (or the new edition of the charter) in the executive committee.

Situation No. 2 - non-payment of its share in full by one of the participants in the LLC

In practice, situations arise when one of the participants acted in bad faith and did not contribute the agreed amount (thing) to the authorized fund of the LLC, while the remaining participants fulfilled their obligations in full in a timely manner.

What to do in this case? What to do with dishonest participants, because of which the LLC violates the terms for the formation of the authorized capital?

The Law of the Republic of Belarus “On Business Associations” stipulates that if a participant has not made his contribution to the statutory fund of the LLC on time, then his share in the authorized capital will be transferred to this LLC. In this case, the share of the participant passes to the LLC from the date of expiration of the established term for making a contribution.

Thus, a participant who has not made his contribution within the prescribed time limit, ceases to participate in the LLC, which is formalized by the relevant minutes of the general meeting without taking into account the votes of such a participant, i.e. only by the rest of the participants who properly approached the formation of the charter.

The procedure for disposing of such a share is also decided by the other participants at the general meeting.

As a result of the second situation, the LLC also registers changes to the charter in the executive committee.

Situation No. 3 - non-formation of the authorized capital in full at the required time

Participants did not contribute money or property to the authorized capital in a timely manner, or maybe they just forgot about it.

What to do if none of the participants contributed anything? What will happen?

What to do? - Promptly eliminate this omission: make the necessary contributions to all participants, bring the actual situation to the one described in the charter.

What punishment will be for the violation?

You will not get a 100% guaranteed answer here, because it all depends on the situation and the circumstances.

If your LLC carries out activities properly, fulfilling all obligations to the state, then your delay and forgetfulness may not be noticed. And if the LLC does not carry out any activity, does not submit the necessary declarations and reports, and did not even open a bank account, then there is a possibility that in another year it will be possible to receive a decision of the executive committee to begin the liquidation of your company due to failure to carry out business for twenty-four consecutive months.

Therefore, the issue of forming the authorized capital in an LLC should be approached responsibly and promptly to take measures to detect and eliminate violations.