To date, not at the legislative level, the question to reduce the size of the authorized capital is clearly resolved, so before embarking on such a procedure, it is desirable to provide the procedure in the Charter by making appropriate changes. Legal aspects of compliance with Part. 1, Art. 16 of the Law of Ukraine "On Business Associations" from 09.19.91 g .. № 1576-XII (hereinafter - the Law № 1576) the company has the right to change the amount of the authorized (composed) of capital - both increase and decrease.

In addition, Art. 144 of the Civil Code specifies certain cases in which companies have to reduce the size of the authorized capital:

• if the participants in the first year of activity of the company did not pay the full amount of their deposits (Part 3 of Article 144 of the Civil Code..);

• If at the end of the second and each subsequent fiscal year, the value of the net assets of the limited liability is less than the authorized capital (Art. 4, Art. 144 of the Civil Code).

At the same time, despite the fact that these cases are "mandatory", responsible for the failure to comply with these norms are not clearly stipulated by legislative acts. Part 3 of Art. 16 of the Law № 1576 found that the reduction of the authorized (composed) capital in the presence of the company's creditors objection is not allowed.

According h. 5, Art. 144 CCU reduction of the authorized capital of the Company shall be allowed after notification in accordance with the law to all its creditors. In this case, creditors have the right to demand early termination or performance of the obligations of society and damages them. According to Art. 56 of the Law № 1576 decision of the company to decrease its authorized capital shall take effect not earlier than 3 months after the state registration and publication of the announcement about this in due course.

Thus, reducing the authorized capital procedure involves the following order: Reduces the size of the authorized capital may occur in the following ways:

1) reduction in the total number of particles: the reduction of share capital due to the exclusion of the participant, foreclosure on his share at the request of creditors, repurchase shares for cancellation;

2) reduction of the nominal value of the contributions of individual participants: changing the nominal value of shares of one or more participants, while others remain the same share at par value;

3) the proportional reduction of the nominal value of the contributions of all the participants: first determined the total amount, which should reduce the share capital, and then to reduce the share of each participant;

4) a disproportionate reduction of the nominal value of the contributions of all the participants: the share of each participant varies disproportionately. Note that to reduce the size of the authorized capital can be to a size not less than the minimum size of the authorized capital, the current at the time of creation of a society.

This voluntary decision to reduce the nominal value of contributions of participants is essentially a voluntary withdrawal of the previously generated capital and, as a rule, is aimed at making the participants of funds.

However, in our opinion, in order to avoid the negative effects of such an operation and misunderstandings with the supervisory authorities, this procedure should be implemented based on a comprehensive analysis of the legal provisions and economic substance of the underlying transaction. In addition, as noted above, the order of this process, its conditions and documentation must be defined in the company's charter. If the company decided to reduce the size of the authorized capital with the payment of the participants reduced the share, then the decrease in our opinion, should be done in the following order: • if the company has unpaid capital, the first decrease capital by the amount of the unpaid capital in accordance with Part. 3 tbsp. 144 of the Civil Code.

At the same time as the participants did not actually have the shares, the payment of funds to participants does not occur; • After the capital reduction in the amount of unpaid capital necessary to compare the size of the share capital with net assets of the company and, if necessary, to align this ratio. That is, the nominal value of corporate rights is in line with their fair value. As a rule, such a discrepancy ratio is associated with a loss of society.

In this case, there is an intermediate writing off losses at the expense of reducing the nominal value of the rights belonging to the parties (the so-called balance rehabilitation); reduced the size of the authorized capital of the voluntary decision of the participants in the payment of their respective share of the nominal value.

Accounting Reflection in the accounting operation to reduce the size of the authorized capital to consider a hypothetical example.

An example of the Company's share capital - USD 6000000;. unpaid capital - 1000000 rubles;. uncovered loss - 2000000 UAH. The participants decided to reduce the size of the authorized capital by UAH 5000000. In accounting, the company this transaction will be reflected as follows. № p / n Contents business transaction accounting amount to UAH. DR CR 1 Reduction of the authorized capital in the amount of unpaid capital 40 46 1000000 2 Reduction of the authorized capital amount by a proportional reduction of the nominal value of the contributions of all participants 40 45 4000000 45 67 3 debt Closing to the participants by writing off losses from previous periods 67 44 2000000 4 Reflection payments to the 67301 2000000 Tax accounting in accordance with Nos. 136.1.3 CLE for determining the object of taxation is not taken into account the amount of funds or value of property coming to the taxpayer in the form of direct investments or reinvestments in corporate rights issued by such taxpayer. That is, the operation for making money or property to the charter capital of a company is not subject to taxation on income tax. If the company at his own expense reimburse participants of their contributions (part of the subscription) to the authorized capital, the amount reimbursed is not included in the company of his tax expenses. In accordance with paragraphs. 136.1.13 NKU is not counted as income funds or property, returned to the owner of the corporate rights issued by a legal entity, in the case of reducing the size of the authorized fund of such a person, but not higher than the cost of acquisition of shares of shares of shares. That is the means, the participant will receive as a result of reduction of the share capital of the company he founded, will not be counted as a part of its tax revenue. As for the reflection in the tax records the amount of covered losses by reducing the size of the authorized capital, the norms of NKU is not clearly defined procedure for taxation of such transactions. On the one hand, this operation (reduction of the authorized capital) is provided at the legislative level (Art. 4, Art. 144 of the Civil Code and Art. 39 of the Law number 1576), and due to unprofitability of society, so no tax consequences should not have. On the other hand, since such a procedure is essentially a free transfer of corporate rights of members of the Company for the purpose of cancellation, there are significant risks that the tax authorities want to see the same amount in the composition of tax revenue on the basis of paragraphs. 135.5.14 NKU - as other income.

It is this position is shared by the tax authorities in a situation where the shareholders refuse to damages in the event of reduction of the authorized capital by reducing the nominal value of the shares of the company.