Rules for accounting for shares in accounting (nuances)

Promotion: what is it?

A share is an element inherent in joint stock companies (JSC).
The authorized capital (AC) of these companies is divided into units of participation called shares. The size of the charter capital, the number and par value of shares are determined by the first (constituent) meeting of the owners of the joint-stock company. These values are reflected in the company's charter and in the registration documents of the initial issue (issue) of shares. Each of the participants of the joint-stock company, which can be both a legal entity and an individual, including foreign ones, owns a certain number of shares, but not less than one. Data about this is recorded in the register of shareholders. The share exists in non-documentary form (Clause 1, Article 25 of the Law of the Russian Federation “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ). The right of ownership is confirmed by a current extract from the register of shareholders. For accounting purposes, it refers to financial investments (clause 3 of PBU 19/02, approved by order of the Ministry of Finance of Russia dated December 10, 2002 No. 126n), is, despite its form, a security and can be subject to the following possible actions with it:

additional issue, change in denomination;
repurchase by the issuer, cancellation;
buying and selling;
exchange or gift;
contribution to the management company.

Accounting of transactions

If a joint stock company buys back shares for cancellation, then accounting has the following procedure.
In accordance with paragraph 3 of PBU 19/02 “Accounting for financial investments”, approved by order of the Ministry of Finance of Russia dated December 10, 2002 No. 126n, own shares purchased from shareholders for cancellation are not considered financial investments. They can be reflected in accounting as follows: DEBIT 81 subaccount “Own shares purchased from shareholders”

LOAN 75

— reflects the cost of own shares purchased from shareholders;

DEBIT 75 CREDIT 51

— repurchased shares have been paid for;

DEBIT 80

CREDIT 81 subaccount “Own shares purchased from shareholders”

— the authorized capital of the joint-stock company was reduced.

If shares are repurchased at a price not exceeding the nominal price, then the joint stock company receives income:

DEBIT 81 subaccount “Own shares purchased from shareholders”

CREDIT 91 subaccount “Other income”

— reflects the amount of excess of the purchase price of shares over their par value.

If shares are repurchased at a price higher than their par value, the difference between the market and par value is reflected as follows:

DEBIT 91 subaccount “Other expenses”

CREDIT 81 subaccount “Own shares purchased from shareholders”

— reflects the difference between the actual and nominal value of the shares.

Accounting for primary issue

The formation of a management company in a joint-stock company, while simultaneously accruing the debt of the founders for its payment, is reflected by posting:

Dt 75 Kt 80.

For both accounts, analytics is carried out on participants and the amounts credited to them.

How management companies are shown in accounting reports, read the material “Procedure for drawing up a balance sheet (example).”

Participants can repay their debt on contribution to the management company in any of the following ways:

money, including currency;
property;
property rights.

This method, as well as the cost at which the property will be transferred (agreed value), must be specified in the constituent agreement (Clause 5, Article 9 of the Law of the Russian Federation of December 26, 1995 No. 208-FZ). The property will be accepted for accounting at the agreed value, regardless of what its real accounting value is from the transferring party.

The reflection of payment of the deposit will depend on the agreed payment method:

in cash:

Dt 50 (51, 52) Kt 75;

property:

Dt 07 (08, 10, 11, 21, 41, 58, 66, 67) Kt 75.

If the property contributed by the founder-legal entity was acquired by him with VAT, then its transfer to the management company will be accompanied by the allocation of this tax. The tax will cover part of the total amount of the repaid debt on the deposit and will be recorded as received with acquired values in account 19, and then will be presented for deduction:

Dt 19 Kt 75,

Dt 68 Kt 19.

Increasing your own capital

The founders (participants) of a joint-stock company may decide to increase the authorized capital if its existing amount is fully paid. This will be reflected in accounting after registration:

in the Federal Tax Service - the charter with a new value of the capital and, if necessary, with a new ratio of participation shares;
in the Bank of Russia Service for Financial Markets - an additional issue (issue) if the par value of the shares does not change, or conversion of shares if the par value increases.

You can increase your capital by:

Retained earnings of a legal entity or its additional capital. This will not require the founders (participants) to make additional payments and will be reflected in the correspondence of the management account with the source accounts of the increase:

Dt 83 (84) Kt 80.

Participants' funds. Moreover, the number of those at whose expense the increase occurs may be different: one, if he is accepted additionally and the increase occurs only due to his contribution;
single or several, if this is done with the aim of increasing the share of their participation;
all if the shares increase in proportion to existing contributions.

However, the posting for accrual of payment debt for the corresponding participant will be the same:

Dt 75 Kt 80.

Procedure

The procedure for the issuer to purchase its own shares is described in the Federal Law “On Joint Stock Companies” (Article 72). There are two options:

Redemption by decision of the general meeting of shareholders in order to reduce the authorized capital. In this case, the securities are immediately redeemed.
Redemption by decision of the general meeting of shareholders or the board of directors (if it has the right to do so under the charter) for the purpose of sale at a price not lower than the market price. The implementation period is given 1 year. If this does not happen, then the shares are redeemed.

By law, redeemed securities do not have voting rights, dividends are not accrued on them, and they do not participate in the division of property during liquidation.

Possible buy back schemes:

Open market buyback

The simplest scheme is that the issuer, as an ordinary client of the broker, buys its own shares on the open market. This process can be extended over several months and years, because the volumes being purchased are large and care must be taken not to upset the balance of supply and demand.

An example of the implementation of the scheme is Lukoil. It announced a buyback from 10/1/2019 to 12/30/2022 for a total amount of $3 billion. It is planned to purchase 36.3 million units or 5.61% of the authorized capital.

Buyback at a fixed price directly from shareholders

The issuer makes an offer to the owner of the securities. The price is set fixed at or above the market level. The time frame for making a decision is several weeks.

An example of the implementation of the scheme is Megafon in March 2022. The reason was the departure from the London and Moscow exchanges. The repurchase price for the paper was RUB 659.26. Shareholders received the proposal in letters.

Dutch auction

In this case, the minimum and maximum values of the redemption price are set. Owners submit applications and indicate the price at which they agree to sell the securities, but within the specified range. Proposals with the lowest price have priority.

The latter scheme was used, for example, by the Polyus company. The price range was set from $210 to $240. More applications were collected than the planned volume of the program.

Buyback procedure:

The decision of the general meeting of shareholders or the board of directors (if it has the right to do so under the charter) on the acquisition of its own shares. The terms and conditions of the repurchase are determined.
Notification of shareholders about the decision made no later than 20 days before the start of accepting applications for repurchase.
Acceptance of applications from securities holders for at least 30 days.
Within 5 days after the end of accepting applications, the board of directors approves a report on the results of the buyback
Payment for purchased securities no later than 15 days after the closing date for accepting applications from owners.

Reducing your own capital

The amount of the minimum allowable capital for a joint-stock company is established by law. Until July 1, 2015, it depended on the minimum wage, and after this date it is (Article 26 of the Law of the Russian Federation dated December 26, 1995 No. 208-FZ):

for public joint-stock companies - 100 thousand rubles;

non-public joint-stock companies - 10 thousand rubles.

It cannot be lower than the figure established by law. But depending on the reasons for the decrease in the capital, you need to focus on different minimum values:

when the initiative comes from the participants - to the one in force at the time of submitting documents for registration of changes in the meaning of the Criminal Code;
if reduced in accordance with the requirements of the law - to the one that was in effect on the date of registration of the JSC.

The legal obligation to reduce the capital capital arises when the JSC:

there are unpaid (unsold) shares of the primary issue or repurchased shares that could not be sold during the year;
over the course of 2 years, at the end of the year, the capital turns out to be greater than the calculated value of net assets (NA).

Read more about the rules for calculating net assets in the article “How is the accounting value of net assets calculated?”

Before reducing the Criminal Code, you must:

notify the Federal Tax Service about this;
publish a message about these intentions in the media twice a month in order to notify creditors;
register the conversion of shares or redemption of their quantity with the Bank of Russia Financial Markets Service;
check that as a result of the reduction procedure on the initiative of the participants of the management company there is no more NA.

Reduction is possible in the following ways:

Unsold shares (unpaid) shares are cancelled:

Dt 80 Kt 81.

The joint-stock company buys back part of the shares and then cancels them:

Dt 81 Kt 75,

Dt 80 Kt 81;

The nominal value of the shares is reduced in the required proportion. Postings using this method will depend on who is the recipient of the income from the difference in the amount of the capital: JSC with a mandatory reduction (when the existing loss is closed at the expense of the capital):

Dt 80 Kt 84.

JSC in case of voluntary reduction:

Dt 80 Kt 91;

participants (shareholders):

Dt 80 Kt 75.

In case of a voluntary reduction of the capital, the accrual of such income to the participant is equivalent to the accrual of dividends. But payment will be impossible when:

The authorized capital has not been paid or has not been paid in full;
the JSC has signs of bankruptcy;
dividends already declared for payment have not been paid or have not been paid in full;
shares for which there is a redemption requirement have not been repurchased.

If a participant refuses to receive the amount accrued to him, then it will also become the income of the JSC:

Dt 75 Kt 91.

Read about the specifics of reducing capital in LLCs, business partnerships, state unitary enterprises and municipal unitary enterprises in the material “Accounting entries for reducing authorized capital.”

Theoretical basis of accounting for own shares

Reflection in accounting and reporting of transactions with own shares purchased from shareholders may raise several questions:

account for own shares (shares) as an asset, liability or capital;
reflection in the financial statements of transactions with own shares (shares) purchased from shareholders;
the procedure for accounting for transactions with own shares;
procedure for tax accounting of transactions with own shares purchased from shareholders.

It is very important for organizations in which the authorized capital is divided into contributions (shares) by the authorized capital to keep correct records at all stages of operation:

at the time of creation - to account for settlements with the founders and in determining the share of each;
during the period of economic activity - for the correct distribution of income in the form of dividends;
during the period of reorganization or liquidation - to calculate the share of retiring participants (founders) and to determine financial responsibility in the event of a loss or bankruptcy.

Are you an expert in this subject area?
We offer to become the author of the Directory. Working conditions. Transactions with own shares (shares) are carried out in accordance with:

with the first part of the Civil Code of the Russian Federation,
Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies”,
Federal Law of 02/08/1998 N 14-FZ “On Limited Liability Companies”,
Federal Law of November 21, 1996 N 129-FZ “On Accounting” On this topic we have already completed an abstract
The purpose, objectives and content of the Federal Law “On Accounting” No. 402-FZ in more detail,
Accounting provisions PBU 4/99, PBU 9/99, PBU 10/99.

A joint stock company may reduce the size of the authorized capital stated in the constituent documents in accordance with the law of the Russian Federation. Based on Law N 208-FZ, the authorized capital of a joint-stock company is reduced in the following ways:

by reducing the par value of shares,
by reducing the total number of shares, in particular by purchasing shares and their further redemption.

Finished works on a similar topic

Coursework Accounting for own shares (shares) purchased by the company 400 ₽ Abstract Accounting for own shares (shares) purchased by the company 280 ₽ Test work Accounting for own shares (shares) purchased by the company 240 ₽

Receive completed work or specialist advice on your educational project Find out the cost

When reducing the amount of the authorized capital, its value should not affect the value of the company's net assets. It should be noted that the reduction of the authorized capital to the amount of the net assets of the joint-stock company can only be carried out by reducing the par value of the shares. Reducing the amount of the authorized capital by redeeming previously acquired shares is not possible, since this in itself ensures a further decrease in the value of net assets.

Requirements and restrictions for transactions for the repurchase and acquisition by a joint-stock company of its own shares are established by Federal Law No. 208. In accordance with it, shares that were acquired on the basis of a decision adopted by the general meeting of shareholders to reduce the authorized capital of the company by purchasing shares in order to reduce their total number are redeemed when purchasing them. In other situations, shares acquired by the company by decision of the board of directors do not provide voting rights and are not taken into account when counting votes, and dividends are not accrued on them. These shares are sold no later than one year after their acquisition. If this does not happen, then the general meeting of shareholders makes a decision to reduce the authorized capital by redeeming these shares. The second option is possible - increasing the par value of the remaining shares by redeeming the acquired shares while maintaining the size of the authorized capital. Preferred shares are purchased at the price specified in the charter of the joint-stock company or at their market value. The shares that the company bought back are at its disposal.

A joint stock company may buy back its own shares from shareholders at the request of the shareholders themselves. The repurchase is carried out at market value.

Dividend distribution

Holders of shares (joint stock participants) have the right to receive income on them (dividends). This income represents part or all of the net profit generated by the joint-stock company for the corresponding period (quarter, six months, year). Fundamental decisions on the share of distributed profits and the frequency of dividends are made by the general meeting of shareholders. A similar meeting is also held at the end of the relevant period, determining at it:

the specific total amount of dividend payments;
form and timing of payments;
the amount of amounts attributable to each of the types of shares existing in the joint-stock company (preferred, ordinary);
date for compiling the list of shareholders.

However, the possibility of making a decision on the payment of dividends and the very fact of their payment are made dependent on a number of circumstances (clauses 1, 4 of Article 43 of the Law of the Russian Federation of December 26, 1995 No. 208-FZ), obliging to have on both of these dates:

fully paid management company;
the value of the NAV is greater than the sum of the authorized capital, the reserve fund and the excess of the value of preferred shares over the par value, and this ratio must be maintained even after the payment of dividends;
absence of signs of bankruptcy, including after the issuance of dividends;
the completed process of repurchasing shares in accordance with the existing requirements of shareholders.

Read about the methods that entail the possibility of increasing the NAV in the article “The procedure for increasing net assets by the founders (nuances).”

An important point is also compliance with the legally established sequence in determining the amounts to be paid (clauses 2–3 of Article 43 of the Law of the Russian Federation of December 26, 1995 No. 208-FZ). First, they are calculated for preferred shares, for which advantages have been established, then for other preferred shares, and only after that for ordinary shares.

Dividends are calculated using different entries depending on whether the shareholder is also an employee of the joint-stock company:

for employees:

Dt 84 Kt 70;

for other participants:

Dt 84 Kt 75.

They are subject to taxes that reduce the amount of dividends reflected in the corresponding accounts:

for employees - personal income tax:

Dt 70 Kt 68;

for other participants - personal income tax (for individuals) or income tax (for legal entities):

Dt 75 Kt 68.

The payment will be shown accordingly:

employees:

Dt 70 Kt 50 (51);

other participants:

Dt 75 Kt 50 (51, 52).

Taxes are transferred to the budget no earlier than dividends are paid. Therefore, dividends not received within the period established by law (3 years of limitation or 5 years, if determined by the charter of the joint-stock company) in full can be restored as part of net profit:

The unpaid amount of taxes was returned to accruals:

Dt 68 Kt 70 (75);

Unreceived dividends are included in profit:

Dt 70 (75) Kt 84.

For more information about the procedure for calculating dividends, withholding taxes on them and the timing of their payment, read the material “Accounting entries when paying dividends”.

Grounds for redemption of company shares

At the general meeting of shareholders, the company decided to purchase shares placed by it in order to reduce the authorized capital (in accordance with Article 72 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the JSC Law)). Shares acquired by the company on the basis of a decision adopted by the general meeting of shareholders to reduce the authorized capital of the company by purchasing shares in order to reduce their total number are redeemed upon their acquisition. In accordance with Art. 76 of the Law on JSC, the registrar of the company makes entries on the transfer of rights to redeemable shares to the company, with the exception of the transfer of rights to shares, the rights to which are recorded by nominal holders, on the basis of a report approved by the board of directors (supervisory board) of the company on the results of presentation of shareholders' demands for redemption shares and documents confirming the company’s fulfillment of its obligation to pay cash to shareholders. An entry on the transfer of rights to redeemable shares to the company is made by the company's registrar on the basis of an order from the nominal holder of shares registered in the company's shareholder register on the transfer of shares to the company and in accordance with the report approved by the board of directors (supervisory board) of the company on the results of presentation of shareholders' demands for redemption shares they own. The nominal holder of the shares gives such an order no later than two business days after the day of receipt of funds for the repurchased shares to the bank account specified in this paragraph and the provision of an extract from the report approved by the board of directors (supervisory board) of the company on the results of presenting shareholders' demands for repurchase of shares. If the order of the nominal holder was received before the documents from the company (report and documents confirming payment) and the registrar wrote off the securities from the ND account to the treasury personal account of the issuer within the prescribed period, should these shares be redeemed on the same day? Either the registrar must wait for the receipt of the issuer's documents, write off the shares from all accounts of shareholders from whom applications for the sale of securities were received, and redeem all shares at the same time (in this case, the shares written off from the ND account will be taken into account in the treasury account for some time) ?

In accordance with paragraph. 1 and 2 paragraphs 1 art. 29 of the Law on JSC, the company has the right, and in cases provided for by the said Federal Law, is obliged to reduce its authorized capital. The authorized capital of a company may be reduced by reducing the par value of shares or reducing their total number, including by purchasing part of the shares, in cases provided for by the Law on JSC.

Purchasing someone else's shares

Other people's shares can get into the organization in several ways. But, since ownership of shares of another legal entity presupposes participation in its capital as a shareholder, in any of the methods of receipt they will be reflected in a separate sub-account specially designed for this purpose in the financial investment accounting account 58-1 (chart of accounts approved by order of the Ministry of Finance of the Russian Federation dated October 31, 2000 No. 94n). Before reflecting shares in accounting, the fact of their ownership must be recorded in the register of shareholders. Analytics for accounting for shares in subaccount 58-1 will be determined by:

name of the issuer;
numbers of documents and their denomination;
purchase price.

Postings on receipt of shares will correspond with accounts reflecting the source of their receipt:

upon acquisition from the primary issuer or other person:

Dt 58-1 Kt 76;

upon receipt as a contribution to your own management company:

Dt 58-1 Kt 75;

in case of gratuitous receipt (donation):

Dt 58-1 Kt 91.

Payment arrears are usually covered in cash:

Dt 76 (75) Kt 50 (51, 52).

If payment for shares occurs at the expense of property (which, among other things, may be depreciable and subject to VAT upon its acquisition), then the entries for closing the debt will have the following sequence:

the residual value of the disposed object is formed:

Dt 02 (05) Kt 01 (04);

transfer of property is reflected:

Dt 76 Kt 01 (04, 10, 11, 21, 41, 58);

VAT on transferred property is restored:

Dt 76 Kt 68;

the value of the transferred property is brought to the agreed value in the transfer documents:

Dt 76 Kt 91 (or Dt 91 Kt 76).

Acquired shares are reflected in accounting at the amount of costs for their acquisition (clauses 8–14 of PBU 19/02). Their further assessment depends on whether they are quoted on the securities market:

if not, then the assessment remains equal to the original (clause 21 of PBU 19/02);
if yes, then it is brought to the market level by monthly or quarterly revision (clause 20 of PBU 19/02) with the difference attributed to the financial result:

Dt 58-1 Kt 91 (or Dt 91 Kt 58-1).

Additional costs incurred by the organization for servicing existing financial investments in the form of shares (register services) are taken into account in current expenses (clause 36 of PBU 19/02):

Dt 26 (44) Kt 76.

If there are signs of a sustainable decline in the value of existing shares that are not traded on the securities market, the organization has the right to create a reserve for their depreciation (clauses 37–39 of PBU 19/02):

Dt 91 Kt 59.

The amount of this reserve can be adjusted either upward or downward, up to and including its cancellation.

Read more about the rules for accounting for financial investments in the article “Accounting for financial investments - PBU 19/02”.

When the par value of shares changes, their holder will reflect this with postings, depending on the funds used to do so:

at the expense of the financial result of the legal entity issuing shares:

Dt 58-1 Kt 91 - with an increase in the Criminal Code,

Dt 91 Kt 58-1 - with a decrease in the Criminal Code;

at the expense of the founder (participant):

Dt 76 Kt 91 and Dt 58-1 Kt 76—with an increase in the Criminal Code,

Dt 91 Kt 76 and Dt 76 Kt 58-1 - with a decrease in the Criminal Code.

Accounting for transactions involving the repurchase of own shares

Share repurchase

The procedure for accounting for transactions on the repurchase, cancellation and resale of own shares established by regulatory documents is determined, first of all, by the fact that the fact that a joint-stock company repurchases its own shares does not represent a financial investment, but a reduction in the volume of its own sources of funds (liability section of the balance sheet “Capital and reserves").

In accordance with the Instructions for the application of the Chart of Accounts for accounting financial and economic activities of organizations, approved by Order of the Ministry of Finance of Russia dated October 31, 2000 No. 94n, it is intended to summarize information on the availability and movement of own shares purchased by a joint-stock company from shareholders for their subsequent resale or cancellation. account 81 “Own shares (shares)”.

According to the Instructions, when a joint-stock company buys back the shares it owns from a shareholder, an entry is made in the company’s accounting records for the amount of actual costs in the debit of account 81 “Own shares (shares)” and the credit of cash accounting accounts.

Cancellation of shares

Cancellation of own shares purchased by the joint-stock company is carried out on the credit of account 81 “Own shares (shares)” and the debit of account 80 “Authorized capital” after the company has completed all the prescribed procedures, that is, re-registration of the constituent documents. The difference arising in account 81 “Own shares (shares)” between the actual costs of repurchasing shares and their nominal value is charged to account 91 “Other income and expenses”.

Example 1

Debit 81 “Own shares (shares)” - 110,000 rubles, reflects the fact of repurchase of own shares; Credit 51 “Current accounts”

Debit 80 “Authorized capital” Credit 81 “Own shares (shares)”

— 100,000 rubles, the cancellation of repurchased shares is reflected;

Debit 91 “Other income and expenses” subaccount 2 “Other expenses” Credit 81 “Own shares (shares)”

— 10,000 rubles, reflects the difference between the price paid for the repurchased shares and their par value.

Resale of shares

In the event that shares are repurchased by the company from shareholders not for the purpose of reducing the authorized capital, operations on their resale become the subject of accounting.

The purpose of reflecting these facts of economic life in accounting is to record income and expenses associated with the resale of own shares and to identify the financial result of these operations. In accordance with paragraph 4 of PBU 9/99 “Income of the organization” and paragraph 4 of PBU 10/99 “Expenses of the organization”, income and expenses from operations on the resale of own shares are included in the operating income and expenses of the organization. Consequently, in accordance with the Instructions for using the Chart of Accounts, the amounts of these incomes and expenses should be reflected in account 91 “Other income and expenses”.

Example 2

By decision of the board of directors, the joint-stock company buys back 500 of its own shares from shareholders, with a par value of 10 rubles at 11 rubles per share. Subsequently, the shares are resold at a price of 14 rubles per share. The following entries will be made in accounting: <>

Debit 81 “Own shares (shares)” Credit 51 “Current accounts”

— RUB 5,500, reflects the acquisition of own shares from shareholders;

Debit 76 “Settlements with various debtors and creditors” Credit 91 “Other income and expenses” subaccount 1 “Other income”

— 7,000 rubles, the fact of resale of shares is reflected;

Debit 91 “Other income and expenses” subaccount 2 “Other expenses” Credit 81 “Own shares (shares)”

— RUB 5,500, sold shares written off;

Debit 91 “Other income and expenses” subaccount 9 “Balance of other income and expenses” Credit 99 “Profits and losses”

- 1,500 (7,000 - 5,500) rubles, reflects the financial result from the resale of shares;

Debit 51 “Current accounts” Credit 76 “Settlements with various debtors and creditors”

— 7,000 rubles, money received from buyers of shares:

Tax accounting of transactions for the repurchase of own shares

The procedure for maintaining tax accounting for transactions for the purchase of own shares is determined by the general procedure for maintaining tax accounting for the sale of securities, established by Article 329 of the Tax Code of the Russian Federation.

In accordance with this article, income from transactions with securities is recognized as proceeds from the sale of securities in accordance with the terms of the agreement.

An expense is the purchase price of sold securities.

Thus, when selling own shares, the excess of the sale price of the shares over their acquisition price is included in the income tax base.

In our example, the tax base for income tax will be 1500 (7000 - 5500) rubles.

Reflection in the balance sheet of transactions for the repurchase of own shares

Concluding this review, it should be noted that in the balance sheet, repurchased shares, valued at the amounts actually spent on their acquisition, are reflected in Section III “Capital and Reserves” of the liability under the special line “Own shares repurchased from shareholders” with a minus sign.

This rule for presenting repurchased own shares in the balance sheet demonstrates that, in accordance with the requirement of priority of content over form (clause 7 of PBU 1/98 “Accounting Policy of the Organization”), the amount spent on repurchasing shares shows an actual decrease in the authorized capital of the joint-stock company.

Share repurchase

In accordance with the Instructions for the application of the Chart of Accounts for accounting financial and economic activities of organizations, approved by Order of the Ministry of Finance of Russia dated October 31, 2000 No. 94n, it is intended to summarize information on the availability and movement of own shares purchased by a joint-stock company from shareholders for their subsequent resale or cancellation. account 81 “Own shares (shares)”.

Cancellation of shares

Example 1

Debit 81 “Own shares (shares)” - 110,000 rubles, reflects the fact of repurchase of own shares; Credit 51 “Current accounts”

Debit 80 “Authorized capital” Credit 81 “Own shares (shares)”

— 100,000 rubles, the cancellation of repurchased shares is reflected;

Debit 91 “Other income and expenses” subaccount 2 “Other expenses” Credit 81 “Own shares (shares)”

— 10,000 rubles, reflects the difference between the price paid for the repurchased shares and their par value.

Resale of shares

In the event that shares are repurchased by the company from shareholders not for the purpose of reducing the authorized capital, operations on their resale become the subject of accounting.

Example 2

Debit 81 “Own shares (shares)” Credit 51 “Current accounts”

— RUB 5,500, reflects the acquisition of own shares from shareholders;

Debit 76 “Settlements with various debtors and creditors” Credit 91 “Other income and expenses” subaccount 1 “Other income”

— 7,000 rubles, the fact of resale of shares is reflected;

Debit 91 “Other income and expenses” subaccount 2 “Other expenses” Credit 81 “Own shares (shares)”

— RUB 5,500, sold shares written off;

Debit 91 “Other income and expenses” subaccount 9 “Balance of other income and expenses” Credit 99 “Profits and losses”

- 1,500 (7,000 - 5,500) rubles, reflects the financial result from the resale of shares;

Debit 51 “Current accounts” Credit 76 “Settlements with various debtors and creditors”

— 7,000 rubles, money received from buyers of shares:

Tax accounting of transactions for the repurchase of own shares

In accordance with this article, income from transactions with securities is recognized as proceeds from the sale of securities in accordance with the terms of the agreement.

An expense is the purchase price of sold securities.

Thus, when selling own shares, the excess of the sale price of the shares over their acquisition price is included in the income tax base.

In our example, the tax base for income tax will be 1500 (7000 - 5500) rubles.

Reflection in the balance sheet of transactions for the repurchase of own shares

Disposal of other people's shares

Other people's shares can be removed from the organization in different ways, but before that the fact must be recorded in the register of shareholders.

In the postings, the disposal will in any case be reflected through account 91, on which the financial result of the event will be generated. In this case, the debit of account 91 will include the accounting value of shares and disposal costs:

Dt 91 Kt 58-1.

The assessment of the value of retiring shares that are not quoted on the securities market is determined by the accounting policy of the organization by choosing from its 3 existing methods (clause 26 of PBU 19/02):

each unit;
average cost;
FIFO.

And the credit of account 91 will show the current income in correspondence with the settlement accounts:

Dt 76 Kt 91.

The amount of the created reserve for impairment will also be included here (in the debit of account 91).

The disposal of shares is not subject to VAT (subclause 12, clause 2, article 149 of the Tax Code of the Russian Federation).

The accounting of shares depends on whether they are traded on the organized securities market (OSM) or not. The nuances and differences in accounting and tax accounting were provided by ConsultantPlus experts. Full trial access to K+ is available for free. If you are selling shares traded on ORTS, this material will help you, and if not traded, then this article is for you.

Changing the composition of shareholders: accounting and tax accounting

If a shareholder who owns 100% of the shares of a closed joint-stock company sells the majority of his shares to another organization, how is this reflected in the accounting and tax records of the company? Answered by experts from the Legal Consulting Service GARANT Liliya Fedorova and Olga Monaco.

In accordance with Art. 9 of the Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the Law “On JSC”), the creation of a company by establishment is carried out by decision of the founders (founder).

According to paragraph 1 of Art. 10 of the Law “On JSC”, the founders of the company are citizens and (or) legal entities who made the decision to establish it.

Consequently, the persons who purchased shares from the founders will not themselves be founders, because they did not decide to create a closed joint stock company. By virtue of paragraph 1 of Art. 2 of the Law “On JSC” such persons become shareholders of the CJSC.

Shareholders have the right to alienate their shares without the consent of other shareholders and the company (Clause 1, Article 2 of the Law “On JSC”).

Changes in the composition of shareholders are reflected in the register of shareholders (Articles 44, 45 of the Law “On JSC”).

The authorized capital of the company is made up of the nominal value of the company's shares acquired by shareholders (Clause 1, Article 25 of the Law “On JSC”).

Accounting

When transferring shares from one shareholder to another, the closed joint stock company that issued these shares does not participate in the calculations. The company does not have any property obligations to the shareholder selling the shares. In addition, as a result of such transactions, the size of the authorized capital does not change. In other words, no business transaction leading to a change in the value of the assets, liabilities or capital of the CJSC occurs. Only the composition of shareholders changes, which is reflected in the register of shareholders. In this regard, there is no need to make any entries in the organization’s accounting records.

In accordance with the Instructions for the application of the Chart of Accounts for accounting financial and economic activities of organizations, approved by Order of the Ministry of Finance of Russia dated October 31, 2000 N 94n (hereinafter referred to as the Instructions), it is intended to summarize information on the state and movement of the authorized capital (share capital, authorized capital) of the organization account 80 “Authorized capital”. The balance of account 80 must correspond to the amount of the authorized capital recorded in the constituent documents of the organization. Entries in account 80 are made when forming the authorized capital, as well as in cases of increasing and decreasing capital, only after making appropriate changes to the constituent documents of the organization.

Please note that analytical accounting for account 80 is organized in such a way as to ensure the formation of information on the founders of the organization, stages of capital formation and types of shares.

That is, the Instructions do not mention entries in account 80 in cases of changes in the composition of shareholders. But if an organization maintains analytical accounting for shareholders, then after a change in the composition of the organization’s shareholders is reflected in the register of shareholders, this information should be reflected in analytical accounting.

We believe that in accounting, a change of shareholders can only be reflected in analytical accounts to account 80 (internal accounting records for the specified account) as follows:

Debit 80, subaccount “Shareholder-seller” Credit 80, subaccount “Shareholder-buyer”

— reflects the transfer of shares from one shareholder to another.

Note that, in accordance with the Instructions, account 75 “Settlements with founders” is intended to summarize information on all types of settlements with the founders (participants) of the organization (shareholders of a joint stock company, participants of a general partnership, members of a cooperative, etc.): for contributions to the charter (share) capital of the organization, for the payment of income (dividends) and more. That is, account 75 is used in settlements between the organization and the founders or shareholders. As already noted, when shares are transferred by one shareholder to another, the company itself that issued these shares does not participate in the calculations. Consequently, when reflecting transactions related to a change in the composition of shareholders, account 75 cannot be used.

Tax accounting

First of all, we note that if a shareholder sells his shares from the closed joint-stock company that issued these shares, income and expenses associated with this transaction do not arise, that is, no tax consequences arise.

In this case, the obligation to pay taxes will arise only on the seller of shares - an individual who received income from the sale of shares.

In particular, in accordance with paragraphs. 5 p. 1 art. 208 of the Tax Code of the Russian Federation, income from sources in the Russian Federation includes income from the sale of shares or other securities in the Russian Federation. According to Art. 209 of the Tax Code of the Russian Federation, the object of personal income tax for individuals who are tax residents of the Russian Federation is income received by them from sources in the Russian Federation and (or) from sources outside the Russian Federation. The tax rate for tax residents of the Russian Federation will be 13% (clause 1 of Article 224 of the Tax Code of the Russian Federation).

Thus, income received by an individual who is a tax resident of the Russian Federation from the sale of shares is subject to personal income tax and is taxed at a rate of 13%.

The specifics of calculating and paying personal income tax on income from transactions with securities are established by Art. 214.1 Tax Code of the Russian Federation.

Please note that the CJSC, whose shares are sold by an individual, in the case under consideration does not participate in the calculations, that is, it is not a source of payment of income, therefore, the CJSC cannot be recognized as a tax agent by virtue of Art. 226, 214.1 Tax Code of the Russian Federation.

The texts of the documents mentioned in the experts’ response can be found in the GARANT legal reference system.

Receiving dividends

One of the conditions for classifying shares as financial investments is the likelihood of receiving income from them (clause 2 of PBU 19/02). Moreover, such income is not only an increase in the value of shares or the possibility of selling at a price higher than the cost of acquisition, but also the regular receipt of dividends. Their total volume and frequency of receipt are tied to decisions made by the participants (shareholders) of the joint-stock company themselves. And the amount of income per share depends on its type:

privileged, which, in turn, may have several subtypes;
ordinary.

The receipt of dividends is reflected by the posting:

Dt 51 Kt 76.

And their accrual is written:

Dt 76 Kt 91.

Dividend income paid to a legal entity is subject to income tax at the source of payment. Therefore, they are received by the shareholder in the amount minus this tax, and when determining his own profit base, the recipient of dividends does not take them into account in this base.

If a legal entity receiving dividends is also a source of payment for other persons, then the income tax paid by it on dividends can be reduced by reducing the total amount of accrued dividends subject to this tax by the amount of dividends received (clause 2 of Art. 214 and paragraph 2 of Article 275 of the Tax Code of the Russian Federation).

For more information about the algorithm for calculating tax on dividends, read the material “How to correctly calculate tax on dividends?”

Buying back your own shares: possible options

It often happens that a company needs to return part of its own outstanding shares. Domestic legislation gives the company the right to purchase such securities from the holder. This can be done at the request of shareholders or by decision of the authorized committee of the company. However, such an operation has its own nuances. Domestic legislation provides for two cases of a company repurchasing its own shares - at the initiative of the company and by virtue of legal requirements.

The company's initiative repurchase of its own shares is possible:

by decision of the general meeting of shareholders to reduce the authorized capital of the company. To do this, the company acquires and redeems part of the shares, if such a possibility is provided for by the company’s charter (Articles 29, 72 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”, hereinafter referred to as the JSC Law).
by decision of the general meeting of shareholders or by decision of the board of directors, if the possibility of its adoption is provided by the company’s charter (Article 72 of the Law on JSC).

Looking for differences

The consequences of repurchasing shares in the two above cases are fundamentally different. Securities purchased by the company following a decision to reduce the authorized capital are redeemed at the time of their acquisition (Article 72 of the JSC Law). Shares received by the company by initiative decision of the management committee can be sold at market value within a year from the date of their purchase. If the company does not sell the securities within the specified period, then the general meeting of shareholders must decide on their redemption. Thus, the organization will have to reduce its authorized capital.

Shareholder wishes

The company is obliged to repurchase the placed securities at the request of its shareholder in the following cases provided for in Article 75 of the Law on JSC:

During the reorganization of the company, if the shareholder demanding the repurchase of shares was against the decision on this issue or did not participate in the vote.

The company may be reorganized in one of the forms provided for by the Civil Code and the Law on JSC. If the company has changed the structure or management procedure in such a way that they do not correspond to the signs of reorganization, then the shareholder does not have the right to demand the redemption of his shares. This is confirmed by arbitration practice. Thus, the Federal Arbitration Court of the Northwestern District refused to satisfy the shareholder’s claim against the company for the redemption of shares. According to the plaintiff, the company reorganized the company. The judges considered that the establishment of several subsidiaries and the sale of a large block of shares to a third party does not constitute a reorganization from the point of view of the Civil Code (resolution of the Federal Antimonopoly Service of the North-Western District of August 18, 2004 in case No. A56-596/04).

When the company makes a major transaction, the decision on approval of which is made by the general meeting of shareholders. In this case, the shareholder’s demands for the redemption of securities should be satisfied if he was against the decision on this issue or did not participate in the vote. A large transaction is considered to be a transaction of a company in the amount of more than 50 percent of the book value of assets, which meets the criteria established for such transactions by Article 78 of the Law on JSC. Transactions made by the company in the normal course of business do not give the shareholder the right to demand the redemption of shares.

When making changes and additions to the company's charter or approving the company's charter in a new edition that limits the rights of the shareholder. The latter has the right to demand that the company buy back shares if he was against these amendments or did not participate in the vote. If the changes made to the charter do not actually affect the interests of the shareholder, then he has no right to make demands on the company. The courts also share this opinion. For example, the Presidium of the Supreme Arbitration Court recognized that the placement of additional shares by private subscription by the company does not in itself violate the rights of the shareholder. Thus, even if the latter voted against this decision, he does not have the right to demand the redemption of his shares. The arbitrators referred to the fact that the Law on JSC provides guarantees for maintaining the shareholder's share in the authorized capital of the company if it places additional shares (Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated March 21, 2006 No. 13683/05 in case No. A04-9129/04-15 /406).

The rights of shareholders are violated, for example, by such changes to the charter documents as:

decisions on the transfer of part of the powers of the general meeting of shareholders in favor of the board of directors;
decisions on the consolidation of shares, if in this case the shareholder loses the right to vote, etc.

We also note the position of the judges regarding all the above grounds (resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated June 1, 2004 No. 1098/04). If a shareholder participated in voting and abstained, then he does not have the right to demand that the company repurchase securities (Article 75 of the Law on JSC).

Not without restrictions

The JSC Law guarantees that the company’s acquisition of securities from one of the participants will not violate the rights of other shareholders and creditors. Therefore, the document provides for a number of restrictions on the repurchase of shares. According to Article 73 of the Law on JSC, a company does not have the right to acquire ordinary shares placed by it in the following cases:

before the entire authorized capital of the company is fully paid;
if the company meets the criteria for insolvency (bankruptcy) at the time of acquisition of securities or they may arise as a result of the repurchase of shares;
if on the date of acquisition of securities the value of the company’s net assets is less than its authorized capital and reserve fund or becomes so as a result of the repurchase. If the number of outstanding shares includes preferred ones, then redemption will not be possible if their liquidation value exceeds their nominal value;
if at the time of acquisition of securities the shares have not been repurchased at the company’s obligatory shareholder’s request (Article 76 of the Law on JSC).

The above restrictions do not apply if the repurchase of shares is a mandatory requirement of the shareholder (Articles 75, 76 of the Law on JSC). The company cannot decide to reduce the authorized capital and redeem part of the shares if, as a result, its size falls below the minimum established by law (Article 72 of the Law on JSC). In fact, the JSC Law allows for the repurchase of shares with a par value of no more than 10 percent of the company's authorized capital. At the same time, the company does not have the right to decide to purchase its own securities if the par value of the outstanding shares is less than 90 percent of the authorized capital of the company (Article 72 of the Law on JSC).

If the repurchase of shares is carried out at the request of a shareholder, then the following restriction applies (clause 5 of Article 76 of the Law on JSC). The company cannot allocate for the acquisition of shares an amount exceeding 10 percent of the value of its net assets as of the date of the decision to repurchase. If the company does not fit into the restrictive framework, then the securities are purchased from shareholders in proportion to the stated requirements. However, the legislation does not provide for the possibility of forming fractional shares as a result of such an acquisition (Article 25 of the Law on JSC, letter of the Federal Securities Commission of Russia dated November 26, 2001 No. IK-09/7948).

Don't despair!

The listed restrictions can be circumvented if the redemption of securities is carried out not by the company itself, but by another organization. For example, a subsidiary may purchase the outstanding shares of the parent company and hold them on its balance sheet indefinitely as a financial investment.

The buyout transaction in this case can be financed by the parent company. To do this, it should enter into a loan agreement with a subsidiary. The acquired shares can also be pledged to the parent company as collateral for borrowed obligations. In this case, it is necessary to register it in the register of owners of the company's securities.

We buy securities...

Both on its own initiative and without fail, the company buys back shares at the market price (Article 77 of the Law on JSC), which is determined by the board of directors based on the conclusion of an independent appraiser. The decision to purchase securities is made by the general meeting of shareholders (by the board of directors in the case specified in paragraph 2 of Article 72 of the JSC Law). The document must define the types of shares to be redeemed, their quantity for each category, price, form and term of payment, and also indicate the period of time during which the securities are transferred. The company is obliged to notify shareholders of the acquisition of shares at least 30 days in advance

before the start of the redemption. As a rule, payment is made in rubles. The exception is cases when other payment options are provided for by the company's charter. The company provides shareholders with information about their right to demand the redemption of securities. Such data is usually indicated in the notice of a general meeting, if the content of its agenda gives rise to the participants' right of redemption. Shareholders must submit their demands to the company to repurchase shares no later than 45 days from the date the general meeting makes the relevant decision. At the end of this period, the company is obliged to satisfy the stated desire of the participants within 30 days.

...and implement it

The procedure for selling shares purchased by the company from shareholders is not regulated by law. The decision to sell these securities can be made by the sole executive committee of the company. In this case, one should take into account the restrictions on transactions established by the company’s charter and the law. The sales price is determined in a manner similar to the acquisition cost (Article 77 of the Law on JSC). The right of a new shareholder is not limited to voting shares sold by the company until they are paid for, since this rule applies only to the founders of the company during the initial placement of securities (Article 34 of the Law on JSC). The legislation does not clearly state that shareholders of a closed company have a preemptive right to repurchase shares offered for sale by the organization itself. At the same time, there is a general ban on the sale of one’s own securities to an unlimited number of persons (Clause 3, Article 7 of the Law on JSC). Thus, we can conclude that the organization will be able to sell the purchased shares to third parties only after the company’s participants refuse to purchase them.

Let's talk about taxes

Acquisition by the company of its own shares.

In the company's accounting, the write-off of the value of repurchased shares is reflected by an entry on the credit of account 81 and the debit of accounts: 80 “Authorized capital” - for the total par value of redeemed shares, 91 “Other income and expenses”, subaccount 91-2 “Other expenses”. The transaction reflects the difference between the repurchase price and the par value of the shares.

When taxing profits, this amount is taken into account depending on the purpose of the redemption:

If the acquisition is followed by the redemption of shares, then the excess of the redemption amount over the par value of the shares is not reflected as an expense when determining the tax base. In this case, the conditions for recognizing expenses established by paragraph 1 of Article 252 of the Tax Code of the Russian Federation are not met. Thus, this operation is not related to the organization’s activities aimed at generating income;
if the acquisition is followed by the sale of shares, then the specified excess is reflected as an expense when determining the profit from the subsequent sale of securities.

A shareholder who has sold shares to the company is a payer of income tax in the manner established for transactions involving the sale of securities (Article 280 of the Tax Code of the Russian Federation).

https://derbyrpg.mybb.ru/viewtopic.php?pid=4259#p4259 Sales of securities in Russia are not subject to VAT (subclause 12, clause 2, article 149 of the Tax Code of the Russian Federation). As a general rule, income tax on transactions with shares is paid based on the market price reduced by the costs of their acquisition (Article 280 of the Tax Code of the Russian Federation). This applies to securities that are not traded on an organized market. There is also an opinion that the sale by a company of its own shares previously purchased by it is a sale for investment purposes. Therefore, according to subparagraph 3 of paragraph 1 of Article 251 of the Tax Code, such income is not subject to income tax. In our opinion, this approach seems controversial, since, in accordance with the provisions of civil law, a repurchased share is a placed security until its redemption.

Domestic legislation provides for two cases of a company repurchasing its own shares - at the initiative of the company and by virtue of legal requirements

The procedure for selling shares purchased by the company from shareholders is not regulated by law. The decision to sell these securities can be made by the sole executive committee of the company

How to pay taxes if the shareholder is a foreigner?
Certain features of tax calculation arise if the participant is a resident of a foreign country. Income from the sale of shares of Russian companies from a foreign company that does not operate through a permanent representative office in Russia is subject to withholding income tax. This rule works if more than 50 percent of the assets of a domestic organization, the securities of which are the subject of sale, consists of real estate located on the territory of Russia (subclause 5, clause 1, article 309 of the Tax Code of the Russian Federation). Its price is calculated based on book value (letter of the Ministry of Finance of Russia dated January 24, 2005 No. 03-08-05). An accounting certificate can be used as a document confirming the size of the share of real estate in the assets of a joint-stock company. It must be signed by the general director and chief accountant of the company. In all other cases, income from the sale of shares of domestic organizations by a foreign company that does not have a permanent establishment in Russia is not subject to taxation in the country. In the case provided for by subparagraph 5 of paragraph 1 of Article 309 of the Tax Code, withholding tax is calculated and withheld by the Russian purchasing organization (in our case, the issuing company) with each actual payment of income. In this case, on the basis of paragraph 4 of Article 309 of the Tax Code, the costs of a foreign company for the acquisition of securities of the company specified in paragraph 2 of Article 280 of the Tax Code can be accepted as an expense. Costs must be confirmed by documents drawn up in accordance with the requirements of the Federal Law of November 21, 1996 No. 129-FZ “On Accounting”. For income calculated taking into account expenses confirmed by documents, the tax rate is 24 percent, without taking into account expenses - 20 percent (clause 1 of Article 310 of the Tax Code of the Russian Federation). If the selling organization is a resident of a state with which Russia has entered into an international tax agreement, fees from income from the sale of shares are transferred to the budget according to its terms (subclause 4, clause 2, article 310 of the Tax Code of the Russian Federation).

Ivan Lebedev, head of the legal department of CJSC Conflex SPb

Results

The peculiarities of recording shares and transactions related to their presence are determined by several reasons, the main one of which is their ownership (one's own or someone else's).
And if your own shares have accounting nuances that are unique to them alone, then the accounting of other people’s shares is carried out according to the basic rules valid for financial investments. You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.