step by step instructions for 2018

In this material, you will learn how and why the increase occurs. authorized capital OOO

Increase authorized capital online

Functioning and further development of an operating LLC often puts its participants in front of the fact that the Criminal Code should be increased. To make this possible, you must complete all the required steps. Our article is a kind step by step instructions to increase the authorized capital of LLC in 2018, designed specifically to help in the correct execution of this procedure.

Among the most common reasons forcing an LLC to increase its charter capital are the following:

• An increase in the Criminal Code is often necessary for enterprises that have activities that are subject to licensing or require certain permits for their conduct. As an example, we can consider private security companies for which the minimum UK must be at least one hundred thousand rubles.
• Sometimes there is a lack of enterprise in working capital Oh. Since an enterprise can use the funds contributed to the UK for its own needs, the only legal way to replenish working capital without additional taxation is to increase the UK. Thus, the enterprise can simply increase own funds no additional tax costs.
• Entry into the composition of the participants of the LLC of third parties. It is they who will contribute funds that increase the Criminal Code. This allows them to acquire all the obligations, as well as the rights of a member of the LLC.

In addition to the above options, we should also mention the need to make their MC higher for enterprises that have plans to conclude large transactions. This is especially true when it comes to signing agreements with companies from other countries, since it is the size of the authorized capital that will become the minimum guarantee for the interests of future creditors.

You must strictly comply with the conditions necessary to start the procedure for increasing the authorized capital of an LLC:

• CC must be paid in full.
• The maximum amount of an increase in the charter capital is equal to the difference between the net assets of the LLC with the sum of its charter capital and the reserve fund.
• As a result of the 2nd and subsequent years functioning of the LLC, its net assets must be greater than the UK. Otherwise, such an LLC should be closed.

At the same time, it should be remembered that Law N 14-FZ provides for the possibility of introducing into the charter of an LLC restrictions on increasing its Criminal Code. This applies to the maximum size of the participant’s share, the amount of the increase in the capital at the expense of property, as well as its types, circumstances obliging the LLC to reduce the capital, etc. If the increase in the capital will occur in credit institution, then it must first notify or request the Bank of Russia to acquire its shares.

This article is an instruction that allows you to make and issue an increase in the Criminal Code for an LLC. When contacting our service, you will have access to three ways, moving along which you will be able to competently complete everything necessary for this.

It is necessary to strictly comply with the conditions necessary to start the procedure for increasing the LLC's charter capital:

• The first way: independently carry out an increase in the Criminal Code by strictly following all the instructions. In this case, you will spend an amount of 2500-00 rubles, which will consist of state duties for registering amendments to founding documents with an increase in the Criminal Code and to receive a copy of the new charter of the LLC (800 + 400 rubles), as well as notary services in the amount of 1300 rubles. By choosing this option, you will get the minimum costs and great experience.
• The second way: using our service, with which it is convenient to prepare everything Required documents. This option will allow you to receive a properly executed package of legal documents in a minimum of 15 minutes, which then will only have to be sent to the tax office.

STAGES OF INCREASING THE AUTHORIZED CAPITAL OF LLC

Step 1. Decision to increase the authorized capital of LLC

First, you should choose a method that will become the source of the future increase in the Criminal Code. To do this, you need to know what goes to increase the UK:

1. Funds (property) of the enterprise itself

This is the real value of the property of the LLC, which is determined according to the financial statements for the past period. Those. only the net assets of the company, which is understood as the book value of the company's property, reduced by the amount of its liabilities. At the same time, the amount by which the company's charter capital is increased at the expense of the company's property should not exceed the difference between the value of the company's net assets and the amount of the charter capital and the company's reserve fund.

In this case, the nominal value of the shares of all participants in the company increases proportionally without changing the size of their shares.

An increase in the management company at the expense of its property is carried out by decision general meeting participants of the company, adopted by a majority of at least 2/3 of the total number of votes of the company's participants, if the need for a larger number of votes to make such a decision is not provided for by the charter of the company.

2. Additional contributions made by its members

Entry can be done in one of two ways:

a) Each of the members of the LLC will contribute.

These amounts will be paid within up to 2 months from the date of the decision to increase the authorized capital, taken by 2/3 of all participants. Not later than one month from the date of the expiration of the term for making additional contributions, the general meeting of participants in the company must adopt next solution on the approval of the results of making additional contributions by the company's participants and on the introduction of amendments to the company's charter related to an increase in the size of the company's authorized capital (the second copy of this decision is transferred to the tax office).

b) On the basis of an application by a member of the company (applications of several members of the company) for making an additional contribution.

In this case, decisions are taken by all members of the company unanimously. At the same time, the nominal value of the share of each member of the company who submitted an application for making an additional contribution is increased by an amount equal to or less than the value of his additional contribution.

The contribution of a member of a company to the property of an LLC can be cash, things, shares (shares) in the authorized (share) capital of other business partnerships and companies, state and municipal bonds. Such contribution may also be exclusive, other intellectual rights and rights under license agreements subject to monetary value. By decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, the participants in the company on account of making additional contributions by them and (or) third parties on account of making contributions by them have the right to set off monetary claims against the company.

Monetary valuation of a non-monetary contribution to the authorized capital must be carried out by an independent appraiser. Participants in a business partnership are not entitled to determine the monetary value of a non-monetary contribution in an amount exceeding the amount of the valuation determined by an independent appraiser.

3. Additional contributions from third parties accepted by the LLC, provided that this is not prohibited by the company's charter.

In this case, there is a change in the size of the shares of the company's participants, and, therefore, the decision is made unanimously.

After the method of increasing the authorized capital is chosen, the LLC participants must issue a document:

• when sole member"Decision of the sole participant";
• in the case when there is more than one LLC participant, then the “Minutes of the General Meeting of Participants”.

Then you can proceed to the next paragraph of our instructions.

Step 2. Documents for increasing the authorized capital of LLC

Regardless of the method you choose to increase the UK LLC, the following documents should be prepared for further submission to the tax authorities:

• Application form 13001 for an increase in the Criminal Code. It prescribes the new size of the UK and the size of the shares of participants. It is signed by Gen. director of the LLC, whose signature is certified by a notary.
• Extract from the Unified State Register of Legal Entities. It must be no older than five working days.
• A new edition of the charter of the LLC (2 copies) or a list of changes (2 copies).
• Receipt of payment of the state duty for the increase in the Criminal Code. It is signed by Gen. blue pen director.
• The decision of the sole participant or the minutes of the meeting of participants in the LLC on the increase in the authorized capital.
• If not the gene goes to the tax authorities. director, then his representative will need a power of attorney for the right to submit documents, certified by a notary.

In addition to the above, you need to generate a set of documents corresponding to the chosen method of increasing the Criminal Code.

Due to the company's assets	Making additional contributions	Third Party Contributions
Minutes/decision to increase the authorized capital adopted on the basis of the financial statements of the company for the year preceding the year during which such a decision was made (it is better to issue a copy of the balance sheet as an appendix to the minutes).	Minutes/decision on the approval of amendments to the charter, as well as on the approval of the results of the increase in the authorized capital, the size and nominal value of the shares of participants.	Minutes/decision on the admission of a third party to the company, on the approval of amendments to the charter, as well as on the approval of the results of the increase in the authorized capital, the size and nominal value of the shares of participants. An application from each entering third party for admission to the membership of the company. If contributions are made in non-monetary form, then they should have documents on an independent assessment. Documents confirming 100% payment of additional deposits.

Step 3. Submission of documents to the tax authorities

The deadlines for submitting documents to the tax office will depend on the method of increasing the Criminal Code.

• If this happens at the expense of the enterprise or its all participants, then they should be attributed no later than 1 month from the decision to increase.
• If contributions from third parties and additional contributions from LLC participants were used at their request, then a period of 1 month will be counted from the date such contributions were made.

To do this, you can use one of the three methods listed below:

• Personally Gen. LLC director. If this is not possible, this can be done by his authorized representative, who has the right to submit a notarized power of attorney. This option is the simplest and most reliable. The tax officer will have to check the submitted documents, and in case of their correct design accept, issuing a receipt in return. We recommend that you carefully check it for the correctness of the full name, company name and the number of submitted documents.
• Send a package with documents made in in electronic format to the FTS website. It is very convenient and fast, but there is a certain condition - you must have a qualified EDS ( digital signature). You can also use the service of a notary to transfer documents to the Federal Tax Service using the EDS of the notary himself.
• With the help of the Russian Post, by issuing registered letter with a description of investments in it. This presentation option can take a long time, which will depend on the speed of mail delivery. We recommend using it only if for some reason it is impossible to do this using the above methods.

Step 4. Obtaining documents from the Federal Tax Service

According to the law, the tax authorities have a period of 5 working days to register an increase in the LLC's management company, which can sometimes stretch from 2 to 4 weeks. After completing the registration process, the following documents should be obtained from the tax office.

The authorized capital is the amount of funds or property that the founders contributed during the registration of a limited liability company.

LLC members in this way pay for their right to work within society. This contribution is recorded in the constituent documents and is a guarantee of the full functioning of the society.

In general, the size of the authorized capital reflects solvency of LLC that protects the members of this society and guarantees the interests of creditors.

Definition and composition

The authorized capital may consist of money, securities, as well as other material assets and property rights. In the case of making a contribution with the rights to property, the participant must necessarily resort to an independent examination, which will assess its size. Such contributions include lease rights and even patents for inventions.

Since the recent past, an expert has been evaluating any property, regardless of its value. In this case, the amount of the authorized capital may be conditional from the economic point of view, having only accounting and accounting meaning.

However, from a legal point of view, such deposits guarantee the safety of their participants.

Payment of the shares of the participants takes place within the terms specified in the constituent documents, but in any case, the duration of the contribution of funds must not exceed four months. This period was established by law and can only change downwards. Otherwise, the unpaid part of the share goes to the rest of the participants.

There is a more benign option: in case of delay in the contribution, the participant is invited to pay a fine, which is set in advance and recorded in the constituent documents.

Minimum size authorized capital is:

• for LLC - 10 thousand rubles;
• for non-public joint-stock company- 10 thousand rubles;
• for a public joint stock company - 100 thousand rubles;
• for state enterprise- 5000 minimum wage;
• for municipal unitary enterprise- 1000 minimum wages;
• for a newly registered bank 300 thousand rubles.

Conditions for the liquidation of a company

When closing a business, remember that long multi-step process which will take a lot of time. It is important to do everything right to avoid fines.

As well as a reduction in the Criminal Code, liquidation can be voluntary and forced. In the first case, the decision is made by the meeting of shareholders, at which a liquidation commission is appointed.

The liquidator will ensure that the debts of the enterprise are paid in a timely manner and that the procedure for processing the necessary documentation is not affected. He also reports in tax office about the need to liquidate the company.

This is followed by publication in the media and the identification of debt from the company. And only after settlement with creditors and drawing up a liquidation balance sheet is the distribution between shareholders of their share in authorized capital.

In case of disputable issues related to the division of property, etc., the object of the dispute is sold at auction and the profits received by the participants of the company are divided among themselves depending on their share.

Forced (compulsory) liquidation of society occurs in the event of an unprofitable enterprise, a prolonged absence of activity, or the achievement of all the tasks originally set.

How to calculate

The size of the AC depends on type of activity of the enterprise. For a limited liability company minimum size capital for more than one year has been 10 thousand rubles.

The amount of the authorized capital is recorded in the contract. As a statutory fund, the legislation allows the use of not only cash, but also different kinds property.

It is forbidden to invest in the authorized capital the right to lease a plot of land, forest. When receiving property in the course of the Russian entrepreneurship support program, the right to it also cannot be used in the Criminal Code.

A system by which the property of participants can be correctly assessed was adopted two years ago. Prior to this, the evaluation procedure allowed violations, since it was carried out without verification. Now an independent expert is engaged in the assessment of any property.

It is recommended to pay the authorized capital. The payment process is very easy last years, besides, the time was reduced - from a year to four months from the date of registration of the company. Joint-stock companies also create the so-called Reserve capital, which exists due to the voluntary allocation of funds from the profits of shareholders.

What is the essence of the authorized capital? Details are on the video.

Increase in the authorized capital of the organization

According to current legislation Russian Federation for some organizational legal forms legal entities, the minimum amount of the authorized capital is set:

LLC - 10,000 rubles;

OJSC - 1000 minimum wages (1 minimum wage is equal to 100 rubles);

CJSC - 100 minimum wages (1 minimum wage is equal to 100 rubles).

At the same time, the authorized capital cannot be lower than the indicated amounts, otherwise such an organization is subject to liquidation.

The authorized capital is the minimum size of the company's property that guarantees the interests of its creditors. Thus, the main function of the authorized capital is to guarantee the interests of the company's creditors.

Many organizations in the course of their activities decide to increase their authorized capital. The adoption of this decision can be caused by various reasons, for example, attraction of additional funds from third parties, raising the status of the relevant legal entity etc.

In any case, in order to increase its authorized capital, the company must carry out the appropriate procedure.

In accordance with Article 11 of the Federal Law "On JSC" and Article 12 of the Federal Law "On LLC", the amount of the authorized capital of the company is indicated in its charter. Accordingly, in order to increase the authorized capital, the company must amend its charter. Amendments to the charter of the company in connection with an increase in the authorized capital include the following steps:

1) Making a decision to increase the authorized capital of the company.

In an LLC, the adoption of such a decision is referred to the exclusive competence of the general meeting of participants. This decision is made by a majority vote of the total number of votes of the company's participants, unless the need for a larger number of votes to make such a decision is provided for by the company's charter. In a joint-stock company, the scheme is more complex. In a joint-stock company, the authorized capital may be increased by:

Increase in the par value of shares;

Placement of additional shares.

By general rule the decision to increase the authorized capital is referred to the competence of the general meeting of shareholders of the JSC (adopted by a simple majority of votes). However, the charter of a JSC may provide that an increase in the authorized capital of a JSC by placing additional shares falls within the competence of the Board of Directors of the JSC (this decision is taken unanimously by all members of the Board of Directors of the JSC).

If the organization consists of only one participant (shareholder), then this decision is made by this participant (shareholder) independently.

2) Submission of documents to the tax authority for state registration of changes in the charter of a legal entity caused by an increase in the authorized capital.

To carry out the relevant registration actions, the organization submits the following documents to the tax authority:

Statement of state registration changes made to the charter of the organization in connection with an increase in the authorized capital (form P13001) with a notarized signature of the head of the organization on such an application. In this case, sheet "B" of this application is subject to completion.

Decision of the authorized body of the legal entity on making appropriate changes (minutes of the general meeting of participants (shareholders) of the company, decision of the board of directors, decision of the sole participant (shareholder) of the company).

The charter of the organization new edition or the text of the changes made to it.

A document (receipt) on payment of the state fee for making changes to the charter of the organization (according to subparagraph 3 of paragraph 1 of Article 333.33 of the Tax Code of the Russian Federation, the state fee for this action is 800 rubles).

The tax authority performs state registration within 5 working days from the date of submission of a complete set of documents to it. Based on the results of registration, the tax authority issues to the organization a certificate of state registration of changes made to the constituent documents (charter) of the legal entity.

Depending on the organizational and legal form of a legal entity, the legislation establishes some features of an increase in the authorized capital. Thus, paragraph 4 of Article 28 of the Federal Law "On JSC" establishes that the decision to increase the authorized capital of the company by placing additional shares should determine:

the number of additional ordinary shares and preferred shares of each type to be placed;

placement method;

the placement price of additional shares placed by subscription, or the procedure for determining it;

form of payment for additional shares placed by subscription;

other conditions for the placement of shares.

In addition, it is worth noting that the issue of additional shares in accordance with the Federal Law "On the Securities Market" and the Standards for the Issue of Securities and Registration of Securities Prospectuses includes the following steps:

making a decision on the placement of securities;

approval of the decision to issue securities;

state registration of the issue of securities (when placing shares among more than 500 people, registration of the securities prospectus is also required);

placement of securities;

state registration of the report on the results of the issue of securities.

An increase in the authorized capital of an LLC in accordance with Article 17 of the Federal Law "On LLC" can be carried out in the following ways:

at the expense of the company's property;

Due to additional contributions of the company's participants;

At the expense of contributions from third parties accepted by the company, unless it is prohibited by the charter of the company.

In conclusion, it is worth pointing out that an increase in the authorized capital of a company is certainly a positive thing, as it indicates that the company is effectively carrying out its activities, has good income, allowing it to increase its capital. In view of this, creditors (counterparties) of such a company are more protected in the event that such a company is declared bankrupt or in the event of its liquidation. Accordingly, all these points mentioned increase the attractiveness of the society for other persons.

May 16, 2016 at 03:11 pm

What does authorized capital mean for a company

• Company blog Zartsyn and partners,
• Legislation in IT

• tutorial

The company has an authorized capital, even small children know about it now. However, not every adult will be able to tell why the company needs this capital, how to pay it, and how these funds can be used.

Our legislation is developing rapidly, and not so long ago the procedure for registering an LLC was facilitated. Now the authorized capital can be paid after registration. I must say that before these changes, the payment of the authorized capital was also not a big problem, but now the founders simply began to “forget” to pay the authorized capital. What is the reason for such forgetfulness? It is clear that the problems, but what? Let's figure it out.

How and when to pay?

The authorized capital (UK) is the first money of the company. However, this is not quite the same as start-up capital. These funds can be compared rather with the nominal value of the company at the beginning of its activity. The founders are thrown off into a common "piggy bank", which, before the law and people, will be the minimum guarantor for future counterparties.

It is possible to contribute funds to the authorized capital in the following ways:

Firstly, money. You deposit them at the company's cash desk or transfer them by bank transfer to its savings or settlement account.
The savings account scheme is rarely used. Such an account is opened before registration in the name of the company. Most often, payment is made after the registration of the company to its current account.

When paying to the company's account, it is important to indicate in the purpose of payment "Contribution to the authorized capital on the basis of the Decision / Minutes No. __ dated" _ "____.

Secondly, UK can be paid not with money. Not everything, of course. Donor organs or bitcoins are unlikely to accept payment from you. But with your property, securities or property rights (rights to software, trademark etc.) can be used. But keep in mind that the company's charter may indicate what exactly cannot be contributed as authorized capital.

And one more important point: if we pay not with money, then we will have to attract independent appraiser to confirm the amount. Previously, an appraiser had to be involved with a property value of more than 20,000 rubles, but now always. Given that these services are not cheap, non-monetary contributions lose some of their appeal.

Founders have a lot of time to pay. Usually when creating a society founders must pay the authorized capital within four months from the date of registration. But in the decision on the establishment or the agreement on the establishment, a shorter period can be set so as not to relax and forget.

For example, a company was registered on January 1, which means that the authorized capital must be paid no later than May Day of the same year. And in the agreement on the establishment, you can specify that the UK must be paid no later than March 1. It is impossible to extend the deadline, for example, until July 1 or November.

And here is the long-awaited "BUT!". The law states that the minimum amount of the UK must be paid in cash. Then, if the authorized capital is 20,000 thousand, then ten of them must be paid in cash, and the rest can be in property.

As you understand, with payment everything is quite simple. Only the valuation of intangible assets causes difficulties, so before making a decision on a contribution with something other than money, think several times.

What if you don't pay?

Law no penalties for non-payment of authorized capital in set time does not provide, allowing to prescribe penalties and fines to the founders themselves in the founding agreement.

But at the same time, he cunningly provides for a much more effective consequence of non-payment of the Criminal Code: “in case of non-payment of a share in the authorized capital of a limited liability company within the period prescribed by law or the memorandum of association, the person loses the status of a member of the Company. The share of the participant passes to the Company and further must be distributed within a year from the date of transfer.

Judicial practice on this issue is clearly not in favor of non-payers. As examples, you can read the Decree of the Federal Antimonopoly Service of the Moscow District of May 26, 2008 No. KG-A41 / 2035-08 in case No. A41-K1-10060 / 06b, the Determination of the Supreme Arbitration Court of the Russian Federation of October 29, 2009 No. VAS-11470 / 09 in case No. A24- 2307/2008.

If the participant has not paid his share, then the transaction with this share cannot be made. More precisely, you will do something, only it will be invalid. Therefore, if you decide to buy or sell a share in the company, be sure to check if the payment went through. As they say, check seven times - apply once.

Can you spend?

Let's return to the issue of spending money from the authorized capital. Is it possible to spend this money or is it necessary to keep an “emergency reserve” in the amount of the UK on the account?

The law contains no restrictions on use. And then he points out that “at midnight the carriage will turn into a pumpkin” and if at the end of the second or each subsequent financial year the value of the Company’s net assets turns out to be less than the authorized capital, the Company is obliged to announce a decrease in its authorized capital and register its decrease in the prescribed manner. If the value of these assets becomes less than the minimum amount of authorized capital determined by law, the Company is subject to liquidation.

Therefore, we spend money, but carefully and monitor net assets every year.

How much to weigh in grams?

An important issue is the size of the authorized capital - how to determine it? The minimum for an LLC has been determined and is only 10,000 rubles, but no one has determined the maximum size.

It happens that banks and tax authorities evaluate the minimum authorized capital as a sign of a company's dishonesty. There is no rational explanation for this. Often, the bank's refusal to open an account, in fact, is not related to the size of the authorized capital, but is only indicated as an official reason.

At the same time, a large authorized capital is not a guarantee of your peace of mind. Subject to the provisions on the need for compliance net assets, an inflated Criminal Code is rather harmful. Reducing capital is not a very complicated procedure, but it is guaranteed to be long, so you should not inflate the authorized capital of your company for no particular reason.

Judicial practice also confirms the inconsistency of the persecution of the minimum criminal code, indicating in the decisions something like the following: “... since the presence of an authorized capital in an amount that does not contradict the law cannot be regarded as a sign of bad faith”(Resolution of the Federal Antimonopoly Service of the North-Western District of October 29, 2007 in case No. А56-19986/2006).

Conclusions:

• The authorized capital is a unit that you should pay close attention to. Do not treat it as a mere formality.
• Consider whether it is worth paying for it with something other than money.
• The minimum UK for a limited liability company is 10 thousand rubles. The maximum amount is not specified in the law. However, you should not "inflate" the size of the authorized capital without special reasons.
• The money deposited in the Criminal Code is not "dead weight" on the company's account. Use them, just watch out financial statements and the value of the company's assets.

Why raise capital?

Almost every company in the course of its activities is faced with the need to increase the authorized capital.

There may be several reasons for increasing the authorized capital. Let's say a company wants to win a tender, conclude a contract for a large amount, or simply enter the market, positioning itself as a reliable partner.

Or, for example, a third party has expressed a desire to enter the company at the expense of its contribution and become a member of this company, or it may be that some instances require that the company have a strictly defined authorized capital an order of magnitude higher than already registered.

What to do in these cases and where to start? The answer is simple: "It is necessary to increase the authorized capital in the company."

Of course, one desire is not enough to achieve the final result.

It is necessary to move to actions, and each action must take place with strict observance of deadlines.

What is the minimum and maximum authorized capital?

For companies of different organizational and legal forms, a different amount of the authorized capital is provided for during registration.

For Limited Liability Companies and Closed Joint Stock Companies today, the minimum amount of the authorized capital is set at 10,000 rubles, and for open joint stock companies it must be ten times more.

If a company is faced with the need to increase its authorized capital, no one and nothing can forbid it to do so.

The most important thing is to approach this issue with all responsibility, especially since the maximum or minimum amount increase in the size of the authorized capital can be unlimited.

The difficulty lies only in the fact that in some cases the obligatory permission of the antimonopoly body and evaluation by an independent appraiser are required.

If the authorized capital is not fully paid?

At the time of registration of the organization, it is allowed to pay the authorized capital by the founders in the amount of 50%, and the remaining amount must be paid without fail within a year from the date of registration.

If the amount of the authorized capital is not paid in full, the company is obliged to announce the reduction of the authorized capital to the amount of the previously paid amount or to be liquidated. An increase in the authorized capital is allowed only after its full payment.

How to pay for a capital increase with an intangible asset, such as a patent?

Since in a limited liability company payment for shares in the authorized capital can be made in money, securities, other things or property rights or other rights having a monetary value, the increase in the authorized capital of the company can be carried out at the expense of the property of the company, at the expense of additional contributions from the participants of the company, and, unless prohibited by the charter of the company, at the expense of contributions from third parties accepted by the company.

In joint-stock companies, things are a little different. The authorized capital of joint-stock companies is made up of the nominal value of the shares of the company acquired by shareholders and can be increased by increasing the nominal value of shares or placing additional shares.

The latter can be carried out at the expense of the company's property by increasing the par value of shares. It seems that everything is very clear, but will we be able to increase the authorized capital in the company, say, with a Patent or literary works of our own composition?

To find an answer, we turn to Civil Code RF. Copyright objects, patents, know-how are the results of intellectual activity.

Since intellectual property is protected by the legislation of the Russian Federation, it cannot be used as any contribution, and the transfer of ownership of a thing does not entail the transfer or granting of intellectual rights to the result of intellectual activity or to the means of individualization expressed in this thing.