1. The company has the right, based on the results of the first quarter, six months, nine months of the reporting year and (or) based on the results of the reporting year, to make decisions (announce) on the payment of dividends on placed shares, unless otherwise established by this Federal Law. The decision to pay (declare) dividends based on the results of the first quarter, half-year and nine months of the reporting year can be made within three months after the end of the corresponding period.
The Company is obliged to pay dividends declared on shares of each category (type), unless otherwise provided by this Federal Law. Dividends are paid in money, and in cases provided for by the company's charter - in other property.
2. The source of payment of dividends is the company’s profit after taxation ( net profit society). The company's net profit is determined according to the company's accounting (financial) statements. Dividends by preferred shares certain types can also be paid at the expense of special funds of the company previously formed for these purposes.
3. The decision on the payment (declaration) of dividends is made by the general meeting of shareholders. The said decision must determine the amount of dividends on shares of each category (type), the form of their payment, the procedure for paying dividends in non-monetary form, the date on which the persons entitled to receive dividends are determined. In this case, the decision regarding the establishment of the date on which persons entitled to receive dividends are determined is made only upon the proposal of the board of directors (supervisory board) of the company.
4. The amount of dividends cannot be greater than the amount of dividends recommended by the board of directors (supervisory board) of the company.
5. The date on which, in accordance with the decision on the payment (declaration) of dividends, the persons entitled to receive them are determined cannot be set earlier than 10 days from the date of the decision on the payment (declaration) of dividends and later than 20 days from the date of adoption of such solutions.
6. The period for paying dividends to a nominal holder and a trustee who is a professional participant in the securities market, who are registered in the register of shareholders, should not exceed 10 working days, and to other persons registered in the register of shareholders - 25 working days from the date on which the persons having right to receive dividends.
7. Dividends are paid to persons who were owners of shares of the corresponding category (type) or persons exercising rights under these shares in accordance with federal laws, at the end trading day the date on which, in accordance with the decision on the payment of dividends, the persons entitled to receive them are determined.
8. Payment of dividends in cash is carried out by bank transfer by the company or, on its instructions, by the registrar maintaining the register of shareholders of such a company, or by a credit institution.
Payment of dividends in cash individuals, whose rights to shares are taken into account in the register of shareholders of the company, is carried out by transferring funds to their bank accounts, details of which are available from the registrar of the company, or in the absence of information about bank accounts, by postal transfer of funds, and to other persons whose rights to shares are taken into account in the register of shareholders of the company, by transferring funds to their bank accounts. The company’s obligation to pay dividends to such persons is considered fulfilled from the date of acceptance of the transferred funds by the federal postal organization or from the date of receipt of funds by the credit institution in which the bank account of the person entitled to receive dividends is opened, and if such person is credit organisation, - at her expense.
Persons who have the right to receive dividends and whose rights to shares are taken into account by the nominal holder of shares receive dividends in cash in the manner prescribed by law Russian Federation O securities. A nominee holder to whom dividends were transferred and who did not fulfill the obligation to transfer them established by the legislation of the Russian Federation on securities, for reasons beyond his control, is obliged to return them to the company within 10 days after the expiration of one month from the date of expiration of the dividend payment period.
9. A person who has not received declared dividends due to the fact that the company or registrar does not have accurate and necessary address information or Bank details, or in connection with another delay, the creditor has the right to file a claim for the payment of such dividends (unclaimed dividends) within three years from the date of the decision on their payment, unless a longer period for filing this claim is established by the company’s charter. If such a period is established in the company's charter, such period cannot exceed five years from the date of the decision to pay dividends. The deadline for filing a claim for payment of unclaimed dividends if it is missed cannot be restored, except if the person entitled to receive dividends did not submit this claim under the influence of violence or threat.
Upon expiration of this period, declared and unclaimed dividends are restored as part of retained earnings society, and the obligation to pay them ceases.
Glushetskiy A.A. Professor at the RANEPA Higher School of Finance and Management under the President of the Russian Federation, CEO Center for Corporate Strategies, Doctor of Economics, Deputy. editor-in-chief of the weekly "Economy and Life"
Magazine “Joint Stock Company: Issues of Corporate Governance”, No. 4, 2013
Federal Law No. 282-FZ of December 29, 2012 “On Amendments to Certain legislative acts Russian Federation and invalidation of certain provisions of legislative acts of the Russian Federation”, amendments and additions were made to the federal laws “On Joint Stock Companies” and “On the Securities Market”.
The chapter of the joint stock law devoted to dividends has undergone the most modification. The procedures for declaring and paying dividends have been significantly reformed; installed:
- new requirements for the content of the decision on the payment (declaration) of dividends;
- new rules for determining persons entitled to receive dividends;
- new rules for calculating the timing of dividend payments;
- the place and time of fulfillment of the obligation to pay dividends in cash are specifically determined by law;
- new order payment of dividends to shareholders whose rights to shares are accounted for by the nominee holder;
- the consequences of untimely payment of dividends due to the fault of the company (debtor) and due to the fault of the shareholder (delay of the creditor) are differentiated;
- a new definition was given to the concept of “unclaimed dividends”.
These innovations come into force on January 1, 2014. Payment of dividends based on the results of 2012 and interim dividends during 2013 will take place according to the old rules.
Dividend- part of the company’s net profit subject to distribution among its shareholders, per share of the relevant category and type.
Payment of dividends on shares of all categories and types (including preferred shares with the dividend amount determined in the company's charter) is a right, not an obligation, of the company.
The company has the right to declare dividends on its shares, but is not obliged to do so. The Company has the right to make decisions on the payment (declaration) of dividends on outstanding shares based on the results of the first quarter, half-year, nine months of the financial year and (or) based on the results of the financial year. The decision to pay (declare) dividends based on the results of the first quarter, six months and nine months of the financial year can be made within three months after the end of the relevant period. The decision to pay (declare) dividends is made only by the general meeting of shareholders. In the absence of a decision to declare dividends, the company has no right to pay dividends, and shareholders have no right to demand their payment.
The decision to pay (declare) dividends can be either an independent question the agenda of the annual general meeting of shareholders, and an integral part of the issue of profit distribution based on the results of the financial year.
Changes and additions made to the joint stock law established new requirements for the content of the decision on the payment (declaration) of dividends. This decision no longer establishes a deadline for the payment of dividends, but fixes the date on which the persons entitled to receive dividends are determined. The dividend payment period is calculated from this date (see below).
Determining the procedure for paying dividends is required only if the dividend is paid in non-monetary form - for example, in shares or other securities of the company. The procedure for paying dividends in cash is now imperatively regulated by law (see below).
Some components of the decision to declare dividends are formed only at the proposal of the board of directors. The amount of dividends cannot be more than recommended by the board of directors (supervisory board) of the company. The decision of the general meeting to declare dividends in terms of establishing the date on which persons entitled to receive dividends are determined is made only upon the proposal of the board of directors (supervisory board) of the company.
Table 1. Decision to pay dividends
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|---|---|
“Decisions on the payment (declaration) of dividends, including decisions:
(Clause 3, Article 42 of the Federal Law “On JSC”) |
“The decision on the payment (declaration) of dividends is made by the general meeting of shareholders. This decision should determine:
(Clause 3, Article 42 of the Federal Law “On JSC”) |
For the purpose of paying dividends, the issuer determines the persons entitled to receive them. According to the previously valid version of the relevant article of the law, the list of these persons was compiled on the date determined by the board of directors for compiling a list of persons entitled to participate in the general meeting. Both lists were compiled according to the register data for one day. The list of persons entitled to a dividend represented a modification of the list of persons entitled to participate in the general meeting of shareholders.
Table 2. List of persons entitled to receive dividends
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| “The list of persons entitled to receive dividends is compiled as of the date of compilation of the list of persons entitled to participate in the general meeting of shareholders, at which a decision is made on the payment of the relevant dividends” (clause 4 of article 42 of the Federal Law “On JSC”) |
“The date on which, in accordance with the decision on the payment (declaration) of dividends, the persons entitled to receive them are determined cannot be established
(Clause 5, Article 42 of the Federal Law “On JSC”) |
This approach simplified the procedure for compiling these technical documents, but was in conflict with the nature of the action. After the date on which the lists of persons entitled to participate in the general meeting and receive dividends were compiled, the transfer of shares could occur. At the same time, the right to a dividend did not follow the share, but was “split off” from it and was certified not by a security, but by some list, which, along with the register, certified the rights from the security.
Optimizing the technology of the corporate procedure for compiling a technical list came into conflict with the nature of the share as a security. When a share is transferred, all rights certified by it are transferred to the new owner in aggregate; It is impossible for part of the rights to be “split off” from the security and follow separately from it. The professional literature indicated that the circle of persons entitled to a dividend cannot be determined before the decision of the general meeting of shareholders to declare dividends, which gives rise to this right.
The law has been amended to establish a new procedure for determining the circle of persons entitled to receive a dividend.
- From January 1, 2014, the date of compilation of the list of persons entitled to receive dividends is determined by the decision of the general meeting of shareholders on the payment (declaration) of dividends. The law establishes a period of time within which this date can be determined. By general rule it is determined within 20 calendar days from the adoption of the decision to declare dividends (the date of the general meeting of shareholders).
- However, for companies whose shares are traded on the stock market (public corporations), a more stringent rule has been established. They can determine this date earlier than the date of the decision to pay dividends, but no more than 10 calendar days in advance.
- Persons entitled to receive dividends are determined according to the register data at the end of the operating day, determined in accordance with the decision of the general meeting on the payment (announcement) of dividends in order to compile their list. During this trading day, transactions may be carried out in the register, the results of which will affect the composition of persons entitled to receive dividends.
The registration of persons entitled to receive dividends occurs in a special document called the “list of persons entitled to receive dividends”. There are no legislative requirements for the form and content of this document. The Issuer has the right to determine them independently, providing in it the information necessary for:
- identification of persons to whom declared dividends are due,
- accrual of dividends,
- withholding necessary taxes,
- transfer of dividends.
Previously, based on register data for a certain day, two lists, largely similar in content, were compiled - a list of persons entitled to participate in the general meeting of shareholders, and a list of persons entitled to receive dividends. Now these lists are compiled at different points in time and reflect the different composition of persons, and also contain various information on the number of shares at their disposal.
The requirements for the dividend payment period have changed significantly, and the rules for determining it have become more complicated. The beginning of the dividend payment period is not tied to the date of the decision to pay (announce) dividends, but to the date on which the persons entitled to receive dividends are determined.
Table 3. Dividend payment period
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| “The timing and procedure for paying dividends are determined by the company’s charter or a decision of the general meeting of shareholders on the payment of dividends. The period for paying dividends must not exceed 60 days from the date of the decision to pay them. If the deadline for the payment of dividends is not determined by the charter or the decision of the general meeting of shareholders on their payment, it is considered equal to 60 days from the date of the decision to pay dividends. The Company does not have the right to provide preference in the timing of dividend payments to individual holders of shares of the same category (type). Payment of declared dividends on shares of each category (type) must be made simultaneously to all owners of shares of this category (type).” (clause 4 of article 42 of the Federal Law “On JSC”) |
“Dividend payment deadline
|
The specified date is no longer fixed, as previously, but is determined by the general meeting of shareholders as part of the decision on the payment (declaration) of dividends. The timing of dividend payments varies depending on who they are paid to.
- As a general rule, dividends are paid within no more than 25 business days from the date of compilation of the list of persons entitled to receive dividends.
- For the payment of dividends to a nominal holder and trustee who are registered in the register of shareholders, a shortened period is established - no more than 10 working days from the date of compilation of the list of persons entitled to receive dividends.
It should be noted that the period of time within which the date on which persons entitled to receive dividends are determined is established is calculated in calendar days, and the period for paying dividends starting from this date is calculated in working days.
Dividend payment period- the period of time during which the company makes settlements with shareholders has decreased from 60 to 25 days. But the course of this period now begins not from the date of the decision to declare dividends, but later - from the date of compilation of the list of persons entitled to receive dividends.
Let us give a calculation of the longest possible period of time at the end of which the company’s obligation to pay dividends must be fulfilled. The date on which persons entitled to receive dividends are determined is determined on the 20th calendar day after the decision to declare dividends is made (the date of the general meeting of shareholders).
Dividend payment period- within 25 working days from the specified date.
In total, the payment of dividends should begin on the 21st calendar day after the date of the decision to declare them and be carried out within 25 working days.
The company can fulfill its obligation to pay dividends (transfer of funds to shareholders, nominee holders and trustees) within 25 working days. In this case, the company independently determines the order of fulfillment of the obligation during this period. The requirement that dividends must be paid to all shareholders at the same time has been removed from the law.
Payment of dividends must be completed 50-55 calendar days (depending on the number of weekends and holidays) from the date of their announcement.
Dividends paid through a nominee holder
Changes have been made to the procedure for paying dividends to shareholders whose rights to shares are recorded not in the register of shareholders, but with a nominal holder.
By current edition According to the law, the nominal holder did not participate in the payment of dividends. He was obliged to disclose to the issuer information about the persons in whose interests he owns the shares. Based on these data, a list of persons entitled to receive dividends was compiled.
Now in this list there is no need to indicate shareholders whose rights to shares are taken into account by the nominal holder.
The issuer transfers dividends to the nominal holder for the number of shares that are listed in his account in the register, and the nominal holder transfers dividends to his depositors. The degree of confidentiality of the shareholder, who takes into account his rights with the nominal holder, has increased.
According to paragraph 1 of Art. 8.7 Federal Law “On the Securities Market” from January 1, 2014owners of shares and registered bonds (hereinafter in this article also referred to as securities) and other persons exercising rights under securities in accordance with federal laws, whose rights to securities are taken into account by the depository, receive dividends in cash on shares, as well as income in cash and other cash payments on registered bonds (hereinafter in this article - payments on securities) through the depository of which they are depositors.
As noted above, a shortened period has been established for the transfer of dividends to the nominal holder and trustee who are registered in the register of shareholders - no more than 10 business days from the date of compilation of the list of persons entitled to receive dividends. A period has been established during which the depositary must transfer dividends to its depositors - no later than five working days after the day of their receipt (clause 3, article 8.7 of the Federal Law “On the Securities Market” as amended from 01/01/2014).
Thus, the period for receiving dividends by shareholders who take into account their rights in the depository (nominee holder) is 15 working days against a total period of 50-55 calendar days. According to the previously applicable law, the procedure for paying dividends could be determined by the charter or a decision of the general meeting of shareholders.
According to the new approach, the procedure for paying dividends is divided:
- for payment of dividends in cash;
- for the payment of dividends in non-cash form.
Only in the case of payment of dividends in non-monetary form (for example, shares or other securities of the company) the procedure for their payment is determined by a decision of the general meeting of shareholders.
The procedure for paying dividends in cash is imperatively established by law. It is divided into payment of dividends to individuals and other persons.
Table 4. Dividend payment procedure
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| “The timing and procedure for paying dividends are determined by the company’s charter or a decision of the general meeting of shareholders on the payment of dividends” (clause 4 of article 42 of the Federal Law “On JSC”) |
“Payment of dividends in cash is carried out by bank transfer by the company or, on its instructions, by the registrar maintaining the register of shareholders of such a company, or by a credit institution. Payment of dividends in cash to individuals whose rights to shares are recorded in the register of shareholders of the company is carried out by postal transfer of funds or, if there is a corresponding application from these persons, by transferring funds to their bank accounts, and to other persons whose rights to shares are recorded in register of shareholders of the company, by transferring funds to their bank accounts" (clause 8 of article 42 of the Federal Law “On JSC”) |
Payment of dividends to individuals is carried out:
- postal money orders;
- if there is a corresponding application - by transferring funds to bank accounts.
Table 5. Place and time of fulfillment of the obligation to pay declared dividends
Transfer of dividends to shareholder-employees to their salary cards falls under the rule of transferring dividends to the bank accounts of individual shareholders. Payment of dividends to other persons whose rights to shares are recorded in the register of shareholders of the company is carried out by transferring funds to their bank accounts. The joint stock company transfers dividends at its own expense, since this is its responsibility.
In accordance with Art. 316 Civil Code of the Russian Federation,if the place of performance is not determined by law, other legal acts or agreement, or is not clear from business customs or the essence of the obligation, performance must be made:
- for a monetary obligation - at the place of residence of the creditor at the time the obligation arose, and if the creditor is a legal entity - at its location at the time the obligation arose;
- if the creditor at the time of fulfillment of the obligation changed his place of residence or location and notified the debtor about this - at the new place of residence or location of the creditor with the costs associated with the change of place of performance being charged to the creditor's account;
- for all other obligations - at the place of residence of the debtor, and if the debtor is a legal entity - at its location.
The company's obligation to pay dividends is considered fulfilled:
- from the date of acceptance of the transferred funds by the federal postal organization;
- from the date of receipt of funds by the credit institution in which the bank account of the person entitled to receive such dividends is opened.
Payment of declared dividends is the responsibility of the company. After the general meeting of shareholders makes a decision on the payment (declaration) of dividends, the company becomes a debtor, and the shareholders become creditors for this obligation.
The disadvantage of the current version of the relevant article of the law is that after a certain period of time the company’s obligation to pay declared dividends is terminated, and they are restored as part of net profit, regardless of whose fault the obligation was not fulfilled in a timely manner: the debtor to pay dividends (the company ) or creditor (shareholder). The company could, through its own fault, fail to fulfill its obligation to pay dividends in a timely manner, and this obligation would terminate after three years from the end of the dividend payment period or another period established by the charter.
From January 1, 2014, the consequences of late payment of dividends will vary depending on the fault of the parties to the obligation, i.e. the fault of the company or the shareholder.
Table 6. Consequences of late payment of dividends
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“A person who has not received declared dividends due to the fact that the company or registrar does not have accurate and necessary address information or bank details, or due to other delay by the creditor, has the right to apply for the payment of such dividends (unclaimed dividends) within three years from the date of the decision to pay them, unless a longer period for filing this claim is established by the company’s charter. If such a period is established in the company's charter, such period cannot exceed five years from the date of the decision to pay dividends. The deadline for filing a claim for payment of unclaimed dividends if it is missed cannot be restored, except if the person entitled to receive dividends did not submit this claim under the influence of violence or threat. Upon expiration of such a period, declared and unclaimed dividends are restored to the company’s retained earnings, and the obligation to pay them ceases.” (Clause 9, Article 42 of the Federal Law “On JSC”). “Persons who have the right to receive dividends and whose rights to shares are accounted for by the nominal holder of the shares receive dividends in cash in the manner established by the legislation of the Russian Federation on securities. A nominee holder to whom dividends were transferred and who did not fulfill the obligation to transfer them established by the legislation of the Russian Federation on securities, for reasons beyond his control, is obliged to return them to the company within 10 days after the expiration of one month from the date of expiration of the dividend payment period.” (clause 8 of article 42 of the Federal Law “On JSC”) |
According to Art. 406 of the Civil Code of the Russian Federation, a creditor’s delay is considered to be a situation when the creditor... refused to accept the proper performance proposed by the debtor or did not take actions, provided by law, other legal acts or agreement, or arising from business customs or from the essence of the obligation, before the fulfillment of which the debtor could not fulfill his obligation.
Failure to provide the company or the registrar with the information necessary for the payment of dividends constitutes a default by the creditor of the shareholder.
If the obligation to pay declared dividends was not fulfilled in a timely manner due to the fault of the shareholder (delay of the creditor), then after three years (by the company's charter this period can be increased to five years) from the date of their announcement, this obligation is terminated, and unclaimed dividends are restored as part of the net arrived. As part of the retained earnings of previous years, they can be distributed again by the company by decision on the distribution of profits based on the results of the financial year.
A creditor (shareholder) can eliminate his delay and apply to the company for payment of unclaimed dividends within three years from the date of the decision to declare dividends, unless the company's charter establishes a longer period for such an appeal (up to five years).
It should be noted that after eliminating the reasons due to which the company could not pay dividends (elimination of creditor arrears), the shareholder is obliged to contact the company with a demand for payment of unclaimed dividends. The period during which a shareholder can eliminate his delay and apply to the company for payment of unclaimed dividends is calculated from the date of their announcement, and not from the end of the payment period, as was previously the case.
If within the specified period a shareholder, who has eliminated the reasons why dividends were not paid to him, contacts the company with a demand for their payment, then this demand must be satisfied within a reasonable time.
If, after such an appeal, the company does not pay him dividends within a reasonable period of time, the shareholder has the right to file a claim in court for the recovery of dividends with the accrual of interest on the amount due to him for delay in execution monetary obligation(Article 395 of the Civil Code of the Russian Federation) for the period from the day the shareholder contacted the company after eliminating the reasons that prevented payment, until the day the dividends were paid.
IN new edition This article of the shareholder law introduces an additional basis for terminating the company’s obligation to pay declared dividends if the reason for this was the delay of the creditor (shareholder). The Civil Code of the Russian Federation allows for the possibility of introducing additional grounds for termination of obligations in comparison with those established in the Code.
The obligation is terminated in whole or in part on the grounds provided for by this Code, other laws, other legal acts or agreement.
The situation has been regulated when a nominee holder acts as an intermediary in the payment of dividends and he is unable to pay the dividend due to the fault of the shareholder. In this case, the nominal holder to whom the dividends were transferred and who did not fulfill the obligation to transfer them for reasons beyond his control is obliged to return them to the company within 10 days after the expiration of a month from the date of expiration of the dividend payment period.
In this case, the shareholder who has eliminated the creditor's delay will be obliged to apply for payment of unclaimed dividends not to the nominal holder, but to the company.
Non-payment of dividends due to the fault of the company (debtor)
However, the situation of non-payment of dividends due to the fault of the debtor seems difficult - joint stock company. Its consequences are determined according to the general rules of civil and tax legislation. This situation gives rise to the following civil consequences.
Failure to pay dividends on time due to the company’s fault is a violation of the shareholder’s rights, and he may demand their payment in judicial procedure:
In case of non-payment of declared dividends within the established period, the shareholder has the right to file a claim in court to recover from the company the amount of dividends due to him, as well as interest for the delay in fulfilling the monetary obligation on the basis of Article 395 Civil Code Russian Federation. Interest is subject to accrual for the period of delay in payment of dividends, calculated from the day following the end date deadline their payments.
With such demands, the shareholder may go to court within the period limitation period. By virtue of Art. 196 Civil Code of the Russian Federation total term The statute of limitations is three years. According to Art. 200 of the Civil Code of the Russian Federation, the limitation period begins from the day when the person learned or should have learned about the violation of his right. For obligations with a specific performance period, the limitation period begins upon the expiration of the performance period. With regard to non-payment of dividends, this moment begins on the date of expiration of their payment.
The limitation period is the period for judicial protection of the right at the claim of a person whose right has been violated (Article 195 of the Civil Code of the Russian Federation). This is a period for protecting the right in court, and not a period for its implementation. After the expiration of the limitation period, the right can be exercised, but the possibility of defending it through the court no longer exists.
However, in Tax Code The Russian Federation has established special consequences for the debtor’s untimely fulfillment of his obligations. The Tax Code of the Russian Federation proceeds from the following logic - unrepaid debt is non-operating income of the organization. At the same time, the Tax Code believes that a sign of qualifying a debt as unrepaid is the expiration of the statute of limitations for this obligation. After this period, the creditor cannot demand repayment of the debt in court. Non-operating income of a taxpayer included in the tax base is recognized, in particular, income in the form of the amount accounts payable(obligations to creditors) written off due to the expiration of the statute of limitations or for other reasons (clause 16 of Article 250 of the Tax Code of the Russian Federation).
In accounting and tax accounting, the operation “writing off overdue accounts payable” and assigning the amount of unpaid debt to non-operating income. However, the civil legal content of this accounting transaction remains unclear. In the civil law aspect, the expiration of the limitation period is not grounds for termination of an obligation. The debtor can recognize the creditor's claim out of court.
For a company that has not paid dividends due to its own fault (delay of the debtor), if the shareholders have not applied for their collection, the following negative consequence occurs. Such dividends are not considered unclaimed dividends and are not subject to restoration as part of the company’s net profit.
According to paragraph 16 of Art. 250 of the Tax Code of the Russian Federation, upon expiration of the limitation period, the amount of unrepaid debt is subject to “write-off” and attributed to non-operating expenses. This rule is certainly reasonable in relation to classic debt obligations that have led to an increase in the assets of the corporation. Non-repayment of debt leads to increased economic benefits.
New in legislation
The Federal Financial Markets Service of Russia, by Order No. 12-72/pz-n dated August 09, 2012, amended the Regulations on the requirements for the procedure for performing certain actions in connection with the acquisition of more than 30 percent of shares in open joint-stock companies.
In particular, the updated version of this document contains a description of the procedure for submitting changes made to a voluntary or mandatory offer to the Federal Financial Markets Service of Russia. The Order now establishes that “a duly certified copy of a document containing the weighted average price of the purchased issue-grade securities, determined based on the results of trading by the organizer of trading on the securities market for six months preceding the date of sending mandatory offer", must contain information about the trading volume of the "relevant securities for specified period in pieces and rubles."
The sending of an order to bring a voluntary or mandatory offer into compliance with the Federal Law will now be accompanied by an order to the issuer prohibiting the compilation of a list of owners of the securities being purchased, the distribution of the text of such an offer to shareholders, and the commission of actions provided for in paragraph 2 of Art. 84.3 Federal Law “On Joint Stock Companies”. Similar actions are provided for in the event that the Federal Financial Markets Service of Russia sends an order regarding a ransom demand.
The order makes a number of changes to the forms of voluntary, mandatory offer, report on their execution, ransom demand, etc.
The period for payment of declared dividends is the period of time during which the company is obliged to fulfill its obligation to pay declared dividends.
If your business is successful, then sooner or later the question arises about using the profits received. Profits can be distributed among the owners (shareholders or participants) or spent on business development. In this article we will consider a situation where a company pays dividends. Let's find out what it is and what the procedure for obtaining such income is.
Dividends are...
According to civil law, the term "dividends" is used to refer to payments to shareholders. As you know, LLCs distribute net profits among their participants. However, from the wording of the Tax Code (Article 43) it follows that dividends 2019 are considered any income that is received by company participants or shareholders when dividing the company’s profits. In an LLC, profits are divided in proportion to shares in the authorized capital, in a JSC - according to the number and type of shares that are “in the hands” of their owners.
The source of payment of income in both cases is the company's profit after tax. Net profit is determined based on data. The value of line 2400 in the Income Statement contains information about the amount of distributed profit.
Funds specially created for these purposes can also serve as a source for dividend payments. However, this is only true for certain types of preferred shares.
Retained earnings from previous periods can be used for dividends if reporting year financial results negative (Letter of the Ministry of Finance dated March 20, 2012 No. 03-03-06/1/133).
Also, the company may not reduce the retained earnings of the reporting year by losses that were incurred in previous years.
Dividends 2019: types
Income from shares can be classified as follows:
Types and classification of payments
| Characteristics by which classification is carried out | Kinds | A comment |
| type of shares | on preferred shares | guaranteed payments; paid in priority order (relative to ordinary shares); calculated as a percentage of the share par value |
| on ordinary shares | non-guaranteed payments; calculated as a percentage of net profit per security (if there is no profit, there is no income on shares either) | |
| income payment period | annual | once a year |
| semi-annual | Twice a year | |
| quarterly | every 3 months | |
| income payment method | monetary | in cash |
| property | fixed assets, materials | |
| financial assets | securities | |
| by financial year stage | intermediate | before the end of the financial year |
| final | after closing of annual reports | |
| according to the amount of payments | full | in full |
| partial | incomplete | |
| by privilege type | cumulative | accrued on an accrual basis; are paid deferred over a number of years if the company, due to bad financial condition didn't pay dividends |
| non-cumulative | in case of damages may not be paid | |
| guaranteed | payments are guaranteed by a 3rd party |
Payment of dividends: procedure, terms
In order for the profit to be distributed, several conditions must be met:
- the authorized capital of the company must be fully formed and paid;
- the company cannot be in bankruptcy;
- size net assets can't be less authorized capital society and reserve fund;
- the upcoming payment of dividends should not threaten the company with bankruptcy or a decrease in assets to a critical level;
- the company should not have any shares or interests subject to redemption on its balance sheet;
- the value of the share of the former participants transferred to the company must be paid.
Failure to comply with at least one condition from the list makes payment impossible.
Decision to pay dividends
Typically, companies decide on profit distribution after they have compiled and approved annual reporting. The results of the company’s activities at the end of the reporting year are approved at the annual general meeting of participants or shareholders (see Table 2). It is within the competence of the meeting to determine the share of net profit that will be distributed, the form of payment and terms, if they are not established by the charter (other documents).
However, income may be paid more than once a year. For example, based on the results of a quarter, half a year or 9 months. The decision on payment is made within 3 months after the end of the due period (this is true for JSC). There is no statutory deadline for an LLC. From which it follows that a decision can be made at any time after the end of the relevant period. In the middle of the year, determine profit based on the account balance. 99 "Profits and losses." Calculate retained earnings as the difference between credit and debit turnover. If the result is negative, there is nothing to distribute.
If the company paid interim dividends, but at the end of the year a loss was incurred, the paid income must be reclassified as gratuitous payments(other income). Apply appropriate taxation to such amounts.
Dates of general meetings
| OOO | JSC |
| Annual Meeting of Members | * Annual Meeting of Shareholders (AGM) |
| from 01.03 to 30.04 | from 01.03 to 30.06 |
* The dividend amount cannot exceed the amount recommended by the Board of Directors
Dividend cut-off
As you know, the owners of shares in a joint stock company are recorded in the register of shareholders. The register is a database of information about shareholders. It contains information about the number and type of shares that belong to each shareholder (legal entity or individual) and information about the shareholder himself. The register is maintained by a professional registrar (register holder), with whom the company has concluded a corresponding agreement.
Due to the fact that the owners of shares are constantly changing, joint stock companies must determine the date on which the register, i.e. the list of owners will be recorded. The JSC sets the register closing date at the time the Payment Decision is made. Consequently, the closure of the register or dividend cut-off is the date on which the recipients of income are determined.
Dividend distribution
Once a company's net income has been determined, the dividend per share or share can be calculated. According to the Tax Code, profits are distributed among participants in proportion to their shares in the management company. There are cases when companies distribute profits based on other principles. Then be prepared to defend your point of view before the tax authorities, since they classify the disproportionate payment as other income and tax it at higher rates.
Accrue disproportionate payments maybe a joint stock company. This applies to preferred shares (see paragraph 2 of article 32 of the Law on JSC).
Dividend payment terms
Tax on dividends
| Tax rate | Type of tax | Income recipients |
| 13% | Personal income tax | Resident physicist (clause 4 of article 224 of the Tax Code of the Russian Federation) |
| 15% | Physicist - non-resident (clause 3 of Article 224 of the Tax Code of the Russian Federation) | |
| 13% | Corporate income tax | Legal entities - Russian companies(Clause 2, Clause 3, Article 284 of the Tax Code of the Russian Federation) |
| 15% | Legal entities - foreign organizations(Clause 3, Clause 3, Article 284 of the Tax Code of the Russian Federation) | |
| 5% | An international holding company that meets the requirements of Art. 24.2 of the Tax Code of the Russian Federation, for shares of international companies (clause 1.2, clause 3, Article 284 of the Tax Code of the Russian Federation) | |
| 0% | Legal entities - Russian organizations who have continuously been owners of a share of 50% or more in the capital of the company paying dividends for at least a year (clause 1, clause 3, article 284 of the Tax Code of the Russian Federation) | |
| 0% | Legal entities - foreign companies who have continuously owned a share of at least 15% in the capital of the company paying the income for at least a year (clause 1.1, clause 3, article 284 of the Tax Code of the Russian Federation). In this case, the source of payment should not be included in the list of offshore zones of the Ministry of Finance |
Let us remind you that organizations (LLCs) can transfer personal income tax both on the day the income itself is paid, and a day later. However, some banks refuse to make dividend payments if they do not see tax payments.
JSC are obliged to do tax payment no later than one month from the day the dividends were paid.
Russian joint stock companies, as a rule, do not consider paying dividends a priority. However, practice shows that investors want to receive income not from the resale of shares, but in the form of dividends. Therefore, to attract them, it is necessary to pay dividends.In the world market economy shareholders traditionally receive dividends, and there is nothing unusual about this. Unfortunately, in Russia only a small number of joint-stock companies offer investors this way of making money. In societies with limited liability the number of participants is small and the distribution of profits is made between those who actually participate in their activities. And in open joint-stock companies, where there are a huge number of minority shareholders who only nominally participate in the management of the company, the main owners do not want to share profits with them. But, if the owners of such companies want their shares to be quoted on stock exchange, then it is impossible to do without paying dividends. And in order to competently pay dividends to owners controlling stake shares, it is necessary to have a very good knowledge of the decision-making procedures on these issues. Otherwise, they may get bogged down in lengthy litigation with disgruntled shareholders.
Form and term of payment
The meeting of shareholders makes a decision on the payment (announcement) of dividends based on the results of the first quarter, half a year, 9 months and the financial year (clause 1 of Article 42 of the Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” - hereinafter referred to as the Law). The owners determine the form of payment of dividends, their size, as well as the timing and procedure for this payment.
Dividends can be paid in cash or other property. For example, shares that the company has on its balance sheet. These can be securities of both the organization itself and third-party companies. It is much less common for a company to issue dividends in goods. In order for a company to pay dividends different ways, the company's charter must include a provision on a variable form of their payment. If the charter does not contain this rule, the company can pay dividends only in money (clause 1, paragraph 2, article 42 of the Law).
The period for payment of dividends must also be defined in the articles of association. It can also be established by shareholders at a meeting. And if this period has not been specified, the company must pay dividends within 60 days from the date the shareholders make the relevant decision. Theoretically, you can install any deadline dividend payments – for example, December 31 current year(Clause 4 of Article 42 of the Law, Articles 190, 192 of the Civil Code of the Russian Federation). Therefore, it is beneficial for the company to include in the charter a rule that allows them to be paid throughout the year until December 31.
If the company is late in paying dividends, the shareholder has the right to demand compensation for the use of his money (Article 395 of the Civil Code of the Russian Federation). The company will be forced to compensate the shareholder for damages in the form of interest on the amount of accrued dividends. Interest is paid at a flat rate discount rate Central Bank of the Russian Federation on the day of fulfillment of the monetary obligation (resolution of the plenum Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 No. 6/8).
Suppose the company was to pay dividends to a shareholder in the amount of 1,000 rubles by September 30. But in fact it was paid on December 30th. The uniform rate of the Central Bank as of December 31 was 20 percent per annum. The delay was 91 days. In this case, in addition to 1000 rubles, the company must pay the shareholder an additional amount, which is calculated as:
1000 * (0.2) * (91 / 365) = 50 rubles.
If the company voluntarily does not pay dividends, the shareholder can go to court for compensation for lost profits. In this case, the uniform rate of the Central Bank is taken either on the date of filing the claim or on the day of the decision (clause 1 of Article 395 of the Civil Code of the Russian Federation). The date is determined at the discretion of the court.
It happens that a shareholder does not receive money on time due to his own fault. For example, his address has changed, but the owner did not inform the registrar about this, or the money is in the cash register, and he simply did not receive it. In this case, the owner of the securities has no right to demand compensation from the JSC.
When paying dividends, all shareholders have equal rights (clause 1, article 31, clause 1, article 32 of the Law). If the interests of any of them were infringed, the court will definitely side with the shareholders who were discriminated against. Let's give an example. Some organization decided to pay dividends in shares of another company in the ratio: 1 own share = 1.5 “other people’s” shares plus financial compensation. As a result, it turned out that owners of an odd number of shares were infringed on their rights, receiving dividends without fractional shares. Instead, these shareholders were paid money. The court ruled that fractional shares could be issued because payment of compensation leads to discrimination against shareholders (resolution of the Federal Antimonopoly Service of the Ural District dated August 26, 2004 in case No. F09-2782/04-GK).
The meeting of shareholders also determines the form of payment of dividends (clause 4 of article 42 of the Law). Each shareholder must indicate in his questionnaire the most preferred method of receiving dividends (the regulation “On maintaining a register of owners of registered securities”, approved by Resolution of the Federal Commission for the Securities Market of the Russian Federation No. 27 of October 2, 1997). He will receive the money in a bank account or in cash. If the shareholder chooses cash, the issuer is obliged to send it by postal order. Wherein postage must be borne by society. By the way, the company has the right to pay dividends through the enterprise’s cash desk. But for this it is necessary that such a payment procedure be established by the charter or determined by a meeting of shareholders.
Amount due
Dividends cannot be more than recommended by the Board of Directors (clause 3 of Article 42 of the Law). This means that if shareholders, in preparation for the meeting, proposed a larger dividend amount than the Board of Directors, then these proposals will not be included by the Board of Directors on the voting ballot.
The meeting of shareholders determines the amount of the dividend as a share of the nominal value of the shares. For example, the dividend may be 50 percent of the nominal value. So, if it is equal to 100 rubles, then for each security the shareholder will receive 50 rubles. Or the meeting may set dividends as a fixed amount per share. For example, 10 rubles for each security.
Sources of dividend payments
The company pays dividends out of net profit. Its size must be determined from the data financial statements, as for the current fiscal year, and for the previous ones (clause 2 of article 42 of the Law). In addition, special funds can be created for payments on preferred shares.
The owners are discussing the payment of dividends for annual meeting, considering the issue of profit distribution (clause 11, clause 1, article 48 of the Law). The company can distribute profits as dividends, transfer them to funds (reserve, corporatization, preferred shares). In addition, the company can pay remuneration to the members of the Board of Directors and the Audit Commission at the expense of profits and increase the authorized capital of the company.
It turns out that reinvestment is the direction of profit for the development of production, the purchase of new equipment, the construction of new facilities or financial investments- does not apply to profit distribution. The company's accountant records the funds spent for these purposes in account 84 “Retained earnings (uncovered loss).”
- used by the organization as financial security production development and other similar activities for the acquisition (creation) of new property;
- and not yet used (letter dated October 26, 2005 No. 07-05-06/280).
Right or obligation
Thus, from all of the above it is clear that the legislator adheres to the principle: payment of dividends is a right, and not an obligation, of the meeting of shareholders.
However, there is a lot of litigation when preferred stockholders demand payment of dividends.
This is largely historically due to the fact that when enterprises were corporatized in 1992, the legislator approved a standard charter, where the payment of dividends on preferred shares was mandatory (Decree of the President of the Russian Federation of July 1, 1992 No. 721). But after the adoption of the Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies,” this norm ceased to apply.
However, everything can change. Currently in the Ministry economic development and trade, a bill is being prepared that contains a provision on mandatory payment dividends if there is profit. But even if new bill will still pass, it will not help shareholders receive dividends. After all, profits are quite easy to hide and therefore it is more expedient to allow owners to demand that the company buy back shares in the event of non-payment of dividends. For example, by analogy with the established procedure for cases of reorganization of a company or conclusion major deal(Article 75 of the Law).
Who benefits from paying dividends?
Igor Zhukov, Financial Director of OJSC "Bread House"
It is impossible to definitively answer the question of whether dividend payments are profitable. It all depends on the type of company. Thus, the payment of dividends by an organization whose shares are traded on the market will contribute to the growth of shareholder confidence. The value of shares, and, therefore, the capitalization of the company will increase. The payment of dividends will confirm that the declared profit is not “paper”, but real. Such a company needs a stable dividend policy - payments to shareholders should not fluctuate sharply.
If the owners of the company work as employees, dividends will help minimize taxes. After all, if the owners receive them instead of salaries, the company will save on unified social tax, and the owners will pay less income tax (9% instead of 13%).
But for companies that are actively developing, but have not yet completed an IPO, it is not profitable to pay dividends. They need funds for investment, and to conquer stock market nothing for now.
1. The company has the right, based on the results of the first quarter, six months, nine months of the reporting year and (or) based on the results of the reporting year, to make decisions (announce) on the payment of dividends on placed shares, unless otherwise established by this Federal Law. The decision to pay (declare) dividends based on the results of the first quarter, half-year and nine months of the reporting year can be made within three months after the end of the corresponding period.
(as amended by Federal Laws dated October 31, 2002 N 134-FZ, dated June 29, 2015 N 210-FZ)
The Company is obliged to pay dividends declared on shares of each category (type), unless otherwise provided by this Federal Law. Dividends are paid in money, and in cases provided for by the company's charter - in other property.
2. The source of payment of dividends is the company’s profit after taxation (net profit of the company). The company's net profit is determined according to the company's accounting (financial) statements. Dividends on preferred shares of certain types can also be paid from special company funds previously formed for these purposes.
(as amended by Federal Laws dated 04/06/2004 N 17-FZ, dated 06/29/2015 N 210-FZ)
3. The decision on the payment (declaration) of dividends is made by the general meeting of shareholders. The said decision must determine the amount of dividends on shares of each category (type), the form of their payment, the procedure for paying dividends in non-monetary form, the date on which the persons entitled to receive dividends are determined. In this case, the decision regarding the establishment of the date on which persons entitled to receive dividends are determined is made only upon the proposal of the board of directors (supervisory board) of the company.
4. The amount of dividends cannot be greater than the amount of dividends recommended by the board of directors (supervisory board) of the company.
5. The date on which, in accordance with the decision on the payment (declaration) of dividends, the persons entitled to receive them are determined cannot be set earlier than 10 days from the date of the decision on the payment (declaration) of dividends and later than 20 days from the date of adoption of such solutions.
6. The period for paying dividends to a nominal holder and a trustee who is a professional participant in the securities market, who are registered in the register of shareholders, should not exceed 10 working days, and to other persons registered in the register of shareholders - 25 working days from the date on which the persons having right to receive dividends.
7. Dividends are paid to persons who were owners of shares of the corresponding category (type) or persons exercising rights under these shares in accordance with federal laws, at the end of the operating day of the date on which, in accordance with the decision on the payment of dividends, persons entitled to receiving them.
8. Payment of dividends in cash is carried out by bank transfer by the company or, on its instructions, by the registrar maintaining the register of shareholders of such a company, or by a credit institution.
Payment of dividends in cash to individuals whose rights to shares are recorded in the register of shareholders of the company is carried out by transferring funds to their bank accounts, details of which are available from the registrar of the company, or in the absence of information about bank accounts, by postal transfer of funds, or otherwise persons whose rights to shares are recorded in the register of shareholders of the company, by transferring funds to their bank accounts. The company’s obligation to pay dividends to such persons is considered fulfilled from the date of acceptance of the transferred funds by the federal postal organization or from the date of receipt of funds by the credit institution in which the bank account of the person entitled to receive dividends is opened, and if such person is credit institution - to its account.
(edited) Federal Law dated June 29, 2015 N 210-FZ)
Persons who have the right to receive dividends and whose rights to shares are accounted for by the nominal holder of shares receive dividends in cash in the manner established by the legislation of the Russian Federation on securities. A nominee holder to whom dividends were transferred and who did not fulfill the obligation to transfer them established by the legislation of the Russian Federation on securities, for reasons beyond his control, is obliged to return them to the company within 10 days after the expiration of one month from the date of expiration of the dividend payment period.
9. A person who has not received declared dividends due to the fact that the company or registrar does not have accurate and necessary address information or bank details, or due to other delay by the creditor, has the right to apply for the payment of such dividends (unclaimed dividends) within three years from the date of the decision to pay them, unless a longer period for filing this claim is established by the company’s charter. If such a period is established in the company's charter, such period cannot exceed five years from the date of the decision to pay dividends. The deadline for filing a claim for payment of unclaimed dividends if it is missed cannot be restored, except if the person entitled to receive dividends did not submit this claim under the influence of violence or threat.
Upon expiration of such a period, declared and unclaimed dividends are restored to the company’s retained earnings, and the obligation to pay them ceases.
Legal advice under Art. 42 of the Law on Joint Stock Companies
- Lawyer's answer:
More recently, in Letter dated March 20, 2012 N 03-03-06/1/133, the Russian Ministry of Finance came to the following conclusion: the accrual and payment of dividends from retained earnings of previous years is possible. But only on condition that cash, at the expense of which it is planned to pay dividends, were not allocated to the formation of special funds (reserve fund, corporatization fund).
If the net profit was previously used to form special funds, then the amounts paid from it, according to financiers, cannot be recognized as dividends and are other payments in favor of the participants. Therefore, when taxing such income, reduced rates are not applied.
The limitation is as follows:
The legislation of the Russian Federation prohibits a company from distributing profits and paying dividends if the value of its net assets is less than the authorized capital or will become less as a result of such payment. This rule established both in relation to LLC and in relation to JSC (Article 29 of the Federal Law of 02/08/1998 N 14-FZ, paragraph 1 of Article 43 of the Federal Law of 12/26/1995 N 208-FZ). - Lawyer's answer:
Reorganization of a joint-stock company into a subsidiary is at this moment the most relevant, since it has a predominant number of voting shares (75% of voting shares were collected) and on the basis of Clause 2 of Art. 6 of the Law on JSC, Art. 105 of the Civil Code of the Russian Federation. can be transformed into a subsidiary. When separating one or more from a legal entity legal entities rights and responsibilities are transferred to each of them. In accordance with legal status about subsidiaries and dependent companies, D. the company is not liable for the debts of the main company. Main about. responds in solidarity with subsidiary company on transactions concluded by the latter in pursuance of such instructions. In the event of economic insolvency (bankruptcy) of a subsidiary. through the fault of the principal, the principal bears subsidiary liability for its debts, the shareholders of the subsidiary have the right to demand compensation from the principal for losses caused through its fault to the subsidiary, unless otherwise established by the legislation on business companies. The legislation provides for ways to protect SMALL shareholders, however, in practice, they are not always effective and satisfy the true interests of these persons. 1. to protect rights within the framework of management: the possibility of limiting the maximum number of votes granted to one shareholder by the company’s charter (clause 5 of article 99 of the Civil Code of the Russian Federation, clause 3 of article 11 Law “On Joint Stock Companies”); the election of members of the board of directors (supervisory board) using the cumulative voting mechanism allows for the election of candidates nominated by minority shareholders to the board of directors; it is currently mandatory in any joint stock company, regardless of the number of shareholders; provision to minority shareholders have veto rights as a result of establishing requirements for a qualified majority of votes when making decisions on the most important issues of the joint-stock company’s activities (clause 4 of Article 49 of the Law); establishing limits for the minimum presence of shareholders at a general meeting (Article 58 of the Law); depriving certain shareholders of the right to vote on issues in which they have a personal interest that is objectively contrary to the interests of society as a whole (conflict of interests). Also, this small group of shareholders is vested with special rights regulated by law rights, such as: the right of a shareholder to demand that the company redeem all or part of the shares owned by him (Article 75 of the Law). In accordance with the explanations contained in paragraph 29 of the Resolution of the Plenum of the Supreme Arbitration Court RF dated November 18, 2003 N 19 “On some issues of application of the Federal Law “On Joint-Stock Companies”, in case of refusal or evasion of the repurchase of shares in the cases, procedure and time frames of Articles 75 and 76 of the Law, the shareholder has the right to go to court with a demand on the company's obligation to buy back shares; - Bulletin of the Supreme Arbitration Court of the Russian Federation. 2004.N1.P.9 - 31. SPS "ConsultantPlus". The right of a shareholder to sell his shares to a person who has acquired 30 percent or more of the outstanding ordinary shares of the company with the number of shareholders - owners more than 1,000 ordinary shares; this person is obliged, within 30 days from the date of acquisition, to offer all shareholders to sell to him what they own ordinary shares companies and issue-grade securities convertible into ordinary shares, according to market price, but not lower than their weighted average price for the six months preceding the date of acquisition. B in this case minority shareholders have the right to sell their shares at the market price and leave the company, where real management opportunities are in the hands of one person or group of persons. In addition to the methods of protection provided for in the legislation, the following human rights measures must be applied: 1. it is necessary to coordinate their positions, combine votes on shares; 2. realize the opportunity to recover losses incurred by them (lost income) with the impossibility of further participation in the activities of the joint-stock company, if during the repurchase of shares the market value is underestimated or if they prove that the majority shareholder, before the repurchase, made a transaction to acquire them at an inflated price.
See the law on joint-stock companies, article 42. The procedure for payment of dividends by the company)))
Galina Romanova
Salary challenge!! Help!!. The general director of the joint-stock company deprived the driver Kuprienko of dividends on shares of the joint-stock company that he owned for the second and third quarters of 2002 for absence (absenteeism) from work throughout the day without good reason. The general director motivated his decision by the fact that changes were made to the charter of the joint-stock company regarding the deprivation of dividends for absenteeism. Are the actions of the gene legal? directors and changes made to the company's charter?
Leonid Novoderezhkin
Task. A group of shareholders of Korund JSC invited a lawyer to its emergency general meeting to resolve a number of problems that had arisen. The meeting was attended by 240 shareholders holding a combined 75.5% of voting shares. The chairman announced that the largest shareholder, MST LLC, owning 23.5% of the shares, was not invited to the meeting, since it pursues an unconstructive policy towards the joint-stock company and, in addition, issues related to sanctions against LLC "MST" Since the quorum required by the charter of the joint-stock company - 75% of voting shares - had been collected, the general meeting began to work. The chairman proposed adding to the agenda the issue of reorganizing Korund JSC, which was unanimously supported by the shareholders. In his speech, the chairman of the meeting stated that MST LLC, taking advantage of the contradictions among the small shareholders of the joint-stock company, constantly plunges it into dubious commercial projects. Thus, at the last annual meeting of shareholders of MST LLC, they achieved the inclusion of a project in the JSC’s work plan that caused huge losses to the JSC. In this regard, the chairman proposed to recover from MST LLC all losses caused to the joint-stock company, as well as to reorganize the joint-stock company into a subsidiary or, according to at least, a company dependent on Atoll LLC. The latest event, in his opinion, will legally formalize the current situation and protect the interests of small investors in the future. Tell the meeting your opinion on the proposed reorganization, explain the legal status of subsidiaries and affiliates and suggest ways to protect the interests of small shareholders. Explain the order in which the preparation and convening of a meeting of shareholders should be carried out and what consequences may occur if this order is violated.