Audit. Audit of authorized capital and settlements with founders (lecture notes)

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Audit. Audit of authorized capital and settlements with founders (lecture notes)

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Table of contents (expand)

Accepted abbreviations and abbreviations
Theoretical foundations of auditing. Prerequisites for the emergence of audit and its place in the control system in the Russian Federation (Control in a market economy. Prerequisites for the emergence and development of audit. Development of audit in Russia)
Regulation of auditing activities in the Russian Federation (The system of regulation of auditing activities. The concept of auditing. Legal norms of auditing. Goals, objectives and general principles of auditing. Ethics of the auditor)
Types of audit and conditions for carrying out audit activities (Types of audit. Mandatory audit. Audit-related services. Independence of auditors, audit organizations and individual auditors. Internal audit. Certification and licensing of audit activities. Quality control of audit organizations and individual auditors)
Standards in auditing activities (Basic principles of auditing standards. International auditing standards. Rules (standards) of auditing in the Russian Federation. In-house auditing standards)
Organization of audit (Stages of an audit. Audit planning. Overall audit plan. Audit program. Audit contract. Examination and evaluation of accounting and internal control systems during the audit. Applicability of the going concern assumption. Use of the work of an expert)
Audit risk and its relationship with materiality and audit sampling (Audit risk and its assessment. Assessment of materiality (materiality) in an audit. Audit sampling. The concept of affiliates in an audit)
Audit evidence: features of obtaining and reflecting in working documentation (Audit evidence. Documentation of the audit. Verification of compliance with the requirements of regulations. Actions of the auditor when errors and dishonesty are identified. Analytical procedures in auditing. Types and features of application. Features of the audit of estimated values. Audit in the conditions of computer data processing)
The final stage of the audit (Informing management about the results of the audit. Auditor's report. Date of signing of the audit report and reflection in it of events that occurred after the date of preparation and presentation of financial statements. Auditor confidentiality)
Audit methodology. Audit of accounting policies (Goals and objectives of the audit of accounting policies. Changes in accounting policies. Testing of individual provisions of accounting policies)
Audit of cash transactions (Goals and objectives of the audit of cash transactions. Program for checking cash transactions and testing the control system. Organization of the working stage of the audit. Checking the execution of primary documents. Checking registers and reporting forms. Features of computerized accounting of cash transactions. Checking the correctness, timeliness and completeness of cash receipts funds. Inventory of the cash register. Checking compliance with the cash balance limit in the cash register. Audit of collected amounts of money. Checking compliance with the procedure for using cash registers. Audit of cash documents in the cash register. Responsibility of the management of the audited entity for organizing the accounting of cash transactions)
Audit of current and other bank accounts. Audit goals and objectives (Audit of transactions on a current account. Checking the documentation of transactions on bank accounts. Checking the legality of writing off funds from a current account. Checking transactions on foreign currency accounts. Audit of transactions on other bank accounts)
Audit of fixed assets and intangible assets (Goals and objectives of the audit of fixed assets and intangible assets. Assessment of the accounting and internal control system. Plan and program for the audit of fixed assets and intangible assets. Methods for obtaining audit evidence. Acquisition of fixed assets. Leasing of fixed assets. Acquisition of equipment requiring installation. Modernization fixed assets. Reserve for repairs of fixed assets. Depreciation of fixed assets. Retirement of fixed assets. Acquisition of intangible assets. Depreciation of intangible assets. Audit procedures)
Audit of inventories (Goals and composition of an audit of inventories and accounting procedures. Criteria for obtaining audit evidence during an audit of inventories. Stages of collecting audit evidence. Methods for obtaining audit evidence. Planning an audit of inventories. Audit of the correctness of accounting for materials. Features of an audit in an organization accounting of inventories at accounting prices. Acquisition of inventories, the cost of which is expressed in foreign currency. Material costs. Transfer of raw materials for processing. Accounting for goods. Audit of production and sale of finished products. Inventory of inventories. Audit of reporting forms)
Audit of financial investments (Prerequisites for verification. Concept and classification of financial investments. Formation of initial cost. Audit of loans. Audit of bills. Audit of shares. Audit of contributions to the authorized capital of other organizations. Audit of information on financial investments in reporting)
Audit of expenses and income of an organization (Audit of expenses. Audit of work in progress accounting. Audit of settlements with customers and the procedure for determining revenue. Completed stages of work. Audit of financial results)
Audit of contractual relations (Purchase and sale agreements. Construction contracts. Donation agreements. Agency agreement. Agreements for research and development work. Loan agreements. Surety agreements)
Audit of payroll calculations (Goals and objectives of the audit of wage calculations. Preparation of working documentation for the audit. Methods for obtaining audit evidence. Planning the scope of the audit. Accrual and payment of wages. Deductions from wages. Audit of wage payments. Providing leave. Unified social tax, pension contributions fund and insurance fund. Payment of benefits for temporary disability. Dismissal of employees. Audit of other issues regarding accruals and payments to the organization’s personnel)
Audit of settlements with accountable persons (Goals and objectives of the audit of settlements with accountable persons. Audit of accounting of settlements with accountable persons. Payment for business trips)
Audit of authorized capital and settlements with founders (Goals and objectives of the audit of the authorized capital. Audit program of the authorized (share) capital. The influence of the organizational and legal form on the responsibility of the founders. Basic legislative aspects of regulating the formation of the authorized (share) capital. Issue of shares. Audit of settlements with founders. Payment of dividends)
Audit of income tax calculations (Goals and objectives of the audit. Recommendations on the organization and methodology for verifying income tax expenses and obligations to the budget at various stages of the audit. Risk assessment. Determination of permissible error (level of materiality). Analysis of accounting policies. Generalization and assessment of audit results. Classification of violations by income tax. Documentation of audit results)
Literature

Topic 19. AUDIT OF AUTHORIZED CAPITAL AND SETTLEMENTS WITH FOUNDERS

19.1. Goals and objectives of the audit of the authorized capital

The purpose of the audit of the authorized capital is to form an opinion on the reliability of these indicators of financial statements, reflecting the state of the authorized capital, and the compliance of the methodology for its accounting with regulations.

It is advisable to start the work with checking the legal status and the right to carry out statutory activities, the composition of the founders (participants), the structure and management of the organization, as well as financial capabilities to achieve the goals of the activity.

To check for compliance with regulatory acts, a package of regulatory documents regulating the established rules for accounting for authorized capital should be formed. Such a package is completed taking into account the specifics of the client's activities.

When reviewing the constituent documents, the auditor finds out:

1) what types of activities are provided for by the constituent documents;

2) whether the types of activities carried out comply with the constituent documents;

3) types of activities subject to licensing in accordance with Federal Law No. 08.08.2001-FZ of 128 "On Licensing Certain Types of Activities".

For the types of activities subject to licensing, the availability of licenses and their validity periods are checked, since the right of the organization to carry out such types of activities arises from the moment the license is received or within the period specified in it and terminates upon its expiration. Activities carried out without proper licenses are considered illegal.

Familiarization with the constituent documents allows the auditor to determine who the owner is and to clarify in the interests of which users the audit is being carried out.

The auditor establishes the availability of relevant documents and compliance with the approval and state registration procedures. Since a legal entity is considered to be created not from the moment the founders decide to create it, but from the moment of its state registration, the existence of a certificate of state registration and re-registration should be checked if changes were made to the constituent documents.

When familiarizing yourself with the memorandum of association, it becomes clear what conditions were determined:

▪ transfer of property;

▪ participation in activities;

▪ distribution of profits and losses between participants;

▪ management of the activities of a legal entity;

▪ withdrawal of founders (participants) from its composition.

19.2. Authorized (share) capital audit program

Verification of constituent documents, accounting and reporting data on the formation of the authorized capital can be carried out according to the following program:

▪ checking the availability and form of constituent documents;

▪ compliance of the content of constituent documents with the requirements of legislative and regulatory acts;

▪ completeness and compliance with the terms of payment of the authorized capital;

▪ verification of the monetary value of the property contributed by the founders in payment for shares when establishing a joint-stock company;

▪ checking the taxation of funds transferred to the authorized capital of the organization by its founders;

▪ checking the legality of activities;

▪ compliance of the size of the authorized capital with the data of the constituent documents and the legislation of the Russian Federation;

▪ completeness and correctness of the formation of the authorized capital;

▪ compliance with legally established deadlines for final settlements for payment of the authorized capital;

▪ assessment of the correctness of accounting for the formation of the authorized capital;

▪ establishing the reality of contributing amounts to the authorized capital;

▪ validity of changes in the amount of authorized capital.

19.3. Influence of the organizational and legal form on the responsibility of the founders

When checking the constituent documents, it should be taken into account that the Civil Code establishes different forms of responsibility of the founders for each organizational and legal form.

Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership (Article 75 of the Civil Code).

General partners of a limited partnership are liable for the obligations of the partnership with their property, and investors bear the risk of losses within the limits of the amounts they have contributed (Article 82 of the Civil Code).

Participants in an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions (Article 87 of the Civil Code).

Members of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses within the value of their shares (Article 96 of the Civil Code). The founders of a JSC are jointly and severally liable for obligations that arose before the registration of the company (Article 98 of the Civil Code).

19.4. The main legislative aspects of regulating the formation of the authorized (share) capital

The date of formation of the authorized capital of the organization and the formation of indebtedness of its owners on contributions to it is the date of acquisition of the status of a legal entity (Appendix to PBU 3/2000 "Accounting for assets and liabilities whose value is expressed in foreign currency", approved by order of the Ministry of Finance of the Russian Federation dated 10.01.2000 No. 2n). At the same time, a legal entity is considered created from the moment of its state registration (clause 2, article 51 of the Civil Code).

According to the Chart of Accounts for accounting of the financial and economic activities of organizations and the Instructions for its application after the state registration of the organization, the debt of the founders on contributions to the authorized capital is reflected in the accounting records.

The funds received from the founders as a contribution to the authorized capital are not taken into account as income when calculating income tax in accordance with subpara. 3 p. 1 art. 251 NK. At the same time, the difference between the nominal value of the placed shares and the value of the received property (including cash) is not recognized as profit (loss) for the purposes of calculating income tax (subclause 1 clause 1 article 277 of the Tax Code).

When forming the authorized capital of an organization, valued in the constituent documents in foreign currency, exchange differences arise, which are subject to attribution to its additional capital (clause 14 PBU 3/2000). Under the exchange rate difference associated with the formation of the authorized (reserve) capital of the organization, the difference between the ruble assessment of the debt of the founder (participant) on the contribution to the authorized (reserve) capital of the organization, valued in the constituent documents in foreign currency, calculated at the rate of the Central Bank of the Russian Federation at the date of receipt of the amount of deposits, and the ruble assessment of this contribution in the constituent documents (clause 14 PBU 3/2000).

An increase in the authorized capital is reflected in accounting by an entry on the credit of account 80 "Authorized capital" and the debit of account 75, subaccount 75-1, only after the state registration of changes in the constituent documents.

The balance on account 80 "Authorized capital" must correspond to the amount of the authorized capital, fixed in the constituent documents of the organization. Entries on account 80 "Authorized capital" are made during the formation of the authorized capital, as well as in cases of increase and decrease in capital only after making appropriate changes to the constituent documents.

In accordance with Federal Auditing Standard No. 9 "Affiliates", the auditor must examine the lists of shareholders in order to identify major shareholders or, if necessary, obtain a list of major shareholders from the register of shareholders; study the minutes of meetings of shareholders and meetings of the board of directors, as well as other documents provided for by law, including the register of shareholders to determine the degree of their influence on the financial and economic activities of the audited entity.

19.5. Issue of shares

In accordance with Federal Auditing Standard No. 10 "Events after the reporting date", in the event of an issue of securities accompanied by registration of a securities prospectus, including in the event of a public offering of equity securities, the auditor must take into account the relevant requirements of the legislation of the Russian Federation and the requirements related to with them. For example, the auditor may be required to perform additional audit procedures covering the period up to the date of state registration of an issue of emissive securities. This includes the implementation of the procedures provided for in paragraphs 4 and 5 of the Federal Auditing Standards and covering the period up to the date of state registration of the issue of issue-grade securities or possibly close to this date, as well as examining the securities prospectus for compliance with the information contained therein with the accounting information to which the auditor is involved.

Federal Law No. 27.12.2005-FZ of December 194, 16.03.2005 “On Amendments to the Federal Law “On the Securities Market”, the Federal Law “On Joint-Stock Companies” and the Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market” introduced a notification the procedure for reporting on the results of the issue (additional issue) of issue-grade securities when placing securities by a broker through open subscription and listing them by the stock exchange. The amendments secure the right of the issuer to submit to the registration authority, instead of a report on the results of the issue (additional issue) of securities, a notice of the results of the issue (additional issue) of securities. A separate subsection of the Securities Issue Standards (approved by Order of the Federal Service for Financial Markets dated March 05, 4 No. XNUMX-XNUMX/pz-n) is now devoted to the specifics of submitting such a notification. The requirements for decisions on the placement of shares, bonds convertible into shares, and options are being clarified. It has been established, in particular, that if the placement of securities through open subscription is carried out with the possibility of their acquisition outside the Russian Federation, the decision on the issue (additional issue) of securities must contain an indication of this possibility. The new edition sets out the provisions on the peculiarities of issuing bonds of international financial organizations.

The form of notification of the results of an issue (additional issue) of securities has been approved.

After changes are made to the charter of the JSC, the increase in the authorized capital is reflected in the accounting records by an entry on the credit of account 80 "Authorized capital" and the debit of account 75 "Settlements with the founders", sub-account 75-1 "Settlements on contributions to the authorized (reserve) capital".

19.6. Audit of settlements with founders. Dividend payment

Based on paragraph 1 of Art. 42 of the Federal Law of December 26.12.1995, 208 No. 3-FZ "On Joint-Stock Companies", a company has the right to make a decision (declare) once a year to pay dividends on outstanding shares, unless otherwise provided by the specified Federal Law. Dividends are paid in cash, and in cases provided for by the charter of the company, in other property. The decision on the payment of annual dividends, the amount of the annual dividend and the form of its payment on shares of each category (type) is made by the general meeting of shareholders (clause 42, article 60 of the Law). The term for the payment of annual dividends is determined by the charter of the company or the decision of the general meeting of shareholders on the payment of annual dividends. If the charter of the company or the decision of the general meeting of shareholders does not determine the date of payment of annual dividends, the period for their payment should not exceed XNUMX days from the date of the decision to pay annual dividends. The list of persons entitled to receive annual dividends is compiled as of the date of compiling the list of persons entitled to participate in the annual general meeting of shareholders.

In accordance with the Chart of Accounts for accounting of the financial and economic activities of organizations and the Instructions for its application, approved by order of the Ministry of Finance of the Russian Federation dated October 31.10.2000, 94 No. 75n, debt to shareholders for the payment of dividends is reflected in the credit of accounts: 75 "Settlements with founders", subaccount 2 -70 "Calculations for the payment of income" - on dividends accrued to shareholders - legal entities and shareholders - individuals who are not employees of the OJSC; XNUMX "Settlements with personnel for wages" - for dividends accrued to shareholders - employees of the organization.

Dividends received on shares of a foreign organization, for accounting purposes, are operating income for the organization as income related to participation in the authorized capital of other organizations (clause 7 PBU 9/99 "Income of the organization", approved by order of the Ministry of Finance of the Russian Federation of 06.05.1999 No. 32n).

In accordance with the Chart of Accounts for the financial and economic activities of organizations and the Instructions for its application, settlements on dividends due to the organization are recorded on account 76 "Settlements with various debtors and creditors", subaccount 76-3 "Settlements on due dividends and other income".

The income to be received (distributed) is reflected in the debit of account 76, subaccount 76-3, and the credit of account 91 "Other income and expenses", subaccount 91-1 "Other income".

In accordance with paragraph 4 of PBU 3/2000 "Accounting for assets and liabilities whose value is expressed in foreign currency", approved by order of the Ministry of Finance of the Russian Federation No. 10.01.2000n dated 2, the value of funds in settlements with legal entities and individuals, expressed in foreign currency , for reflection in accounting and financial statements is subject to conversion into rubles. The specified conversion into rubles is made at the rate of the Central Bank of the Russian Federation, effective on the date of the transaction in foreign currency (clause 6 of PBU 3/2000), which in this case is the date of recognition of income in the form of dividends (Appendix to PBU 3/2000). When dividends are received, accounting reflects the exchange rate difference on this operation, which arises as a result of the fact that the exchange rate of the Central Bank of the Russian Federation on the date of payment of dividends differs from the exchange rate on the date of acceptance for accounting of receivables for the payment of dividends. The specified exchange difference is credited to the financial result of the organization as it is accepted for accounting (clauses 11-13 of PBU 3/2000).

For the purposes of taxation of profits, income from equity participation in other organizations is recognized as non-operating income of the taxpayer (clause 1, article 250 of the Tax Code).

Completing the audit, the auditor determines how significant the identified deviations in the accounting of the authorized capital are in comparison with the requirements of regulatory enactments. If the auditor believes that the identified deviations do not have a significant impact on the reporting indicators in terms of the authorized capital, then he expresses an opinion on the reliability of these indicators; if the deviations are significant, they should be reflected in the form of a modified auditor's report.

Authors: Erofeeva V.A., Piskunov V.A., Bityukova T.A.

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