Greetings!
JSCs and LLCs have the right to pay dividends and shares of profits based on the results of work for the first quarter, half a year, nine months and a year.
The source of payment of dividends and profit shares is net profit, which is determined according to the financial statements of JSC and LLC.
The legislation of the Russian Federation establishes different terms and rules for payments for JSCs and LLCs.
Registration of accrual and payment of dividends in JSC
The basis for the payment of dividends to holders of ordinary and preferred shares is the minutes of the general meeting of shareholders. At the meeting, a decision is made on whether dividends will be paid to shareholders at all or not. Restrictions on the payment of dividends in Art. 43 No. 208-FZ.
The JSC may or may not decide to pay dividends.
Payment of dividends is a right, not an obligation (JSC. Resolution of the FAS of the East Siberian District dated 09/01/2009 N A33-9804/08, Resolution of the FAS of the Moscow District dated 03/25/2009 N KG-A40/1851-09)
Shareholders have the right to demand payment of dividends only when there is a decision of the general meeting of shareholders on their payment. If there is no such decision, then the shareholder cannot demand dividends through the court (Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 N 19, Definition Constitutional Court RF dated January 17, 2017 N 1-O)
The protocol must define:
amount of dividends for each category of shares
form of payment (cash or non-cash)
procedure for paying dividends in non-cash form
date on which the list of shareholders will be determined
- The share of profit that should be distributed among the LLC participants is determined general meeting its participants. The decision of the participants must be recorded in the minutes of the meeting. It is enough to record in the protocol the amount of net profit that will be paid to the participants. And the distribution of profits itself occurs in proportion to the shares of the participants (paragraph 1, paragraph 2, article 28 of law No. 14-FZ) or on the basis of the charter, if it defines a different procedure for the distribution of profits (paragraph 2, paragraph 2, article 28 of law No. 14 -FZ)
Also, Article 29 of Law No. 14-FZ defines situations in which an LLC cannot distribute profits among its participants.
After the meeting of shareholders has taken place, minutes must be drawn up no later than three working days after its end. Required details minutes of the general meeting of shareholders:
Date of preparation
number
place and date of the meeting
chairman and secretary of the meeting
agenda
Issues on which voting was held and voting results
decisions made, including on the amount of dividends
founders' signatures
Based on the protocol, an order is drawn up for the organization, which ensures the payment of dividends. The basis for the order is the minutes of the general meeting of shareholders or an extract from it.
Sequence of paperwork for dividend payments:
protocol (in two copies)
order
If the protocol does not contain a decision on the payment of dividends, then the order does not need to be made.
Once dividends have been accrued, they must be paid.
The laws establish different payment terms and rules for JSCs and LLCs.
- Law No. 208-FZ in paragraph 6 of Article 42 establishes the deadlines for the payment of dividends:
10 working days for the nominee shareholder and the trustee who is professional participant securities market. Both must be registered in the shareholders register
25 working days to other persons who are registered in the register
Nominee shareholder– a depository whose personal account records the rights to securities owned by other persons.
Trustee– a professional participant in the securities market to whom the securities were transferred, in our case shares. The trustee maintains records of the securities and observes all rights and obligations associated with such securities. In simple words, nominee shareholders and trustees are, in a way, intermediaries between the joint-stock company and the shareholders. Such “intermediaries” must pay dividends earlier than all other shareholders.
Dividends can be transferred:
to bank accounts (individuals and legal entities)
by postal order only individuals when there is no bank account information
The transfer of dividends is reflected in accounting transactions:
to individuals from whom personal income tax has been withheld
Dt 70 (75) – Kt 51 for the amount of dividends minus personal income tax
Dt 70 (75) – Kt 68 for the amount of personal income tax
legal entities
Dt 75 – Kt 51 for the entire amount of dividends
Article 42 of Law No. 208-FZ does not provide for the payment of dividends in cash through the organization’s cash desk.
Registration of accrual and payment of distributed profits in LLC
Based on the minutes or decision of the general meeting of participants, an order is created in the LLC. The order specifies only the amount of net profit to be paid.
Based on the order, a calculation is made of the amount that must be paid to each of the LLC participants. The distribution base is taken to be the shares of participants or the order determined by the charter.
To account for net profit, the chart of accounts (Order of the Ministry of Finance dated October 31, 2000 No. 94n) provides for:
account 84 “Retained earnings (uncovered loss).
score 75, if the shareholder (participant) is not an employee of the organization
count 70, when dividends must be paid to the employee
Accounting entries for dividends: Dt 84 – Kt 70 (75)
The period for payment of the profit share can be determined in the charter and cannot exceed 60 days from the date of the decision on the distribution of profit (Article 28 of Law No. 14-FZ). If the charter does not specify the payment period, then the sixty-day rule applies here too.
Payment of shares of distributed profit can be carried out either by non-cash transfers to current accounts, and in cash through the organization’s cash desk.
If payment is expected from the cash register, you need to remember that according to clause 2 of the Directive of the Central Bank of the Russian Federation No. 3073-U dated 10/07/13 “On Cash Payments”, the current proceeds that were received at the cash desk for sold goods cannot be spent on the payment of shares of distributed profit. goods, works, services. Cash must first be obtained from the bank, and only then issued to the LLC participants.
Postings when paying shares of distributed profit between participants:
to individuals from whom personal income tax is withheld
Dt 70 (75) – Kt 50 (51) for the amount of dividends minus personal income tax
Dt 68 – Kt 51 for the amount of personal income tax
legal entities
Dt 75 – Kt 50 (51) for the entire amount of dividends
Personal income tax on the amount of dividends
A company that pays dividends is obliged to calculate and pay personal income tax budget from the amount of dividends paid.
JSC and LLC act as tax agents for personal income tax. (Clause 3 of Article 214 of the Tax Code). Tax rate for personal income tax for residents is 13% (clause 1 of Article 224 of the Tax Code), for non-residents - 15%. Tax deductions when calculating personal income tax amounts do not apply (clause 3 of Article 210 of the Tax Code). Withholding personal income tax, according to paragraph 4 of Article 226, occurs on the date of payment of dividends.
Posting: Dt 75 (70) – Kt 68 on the day of dividend payment.
Deadlines personal income tax transfers LLC and JSC budgets are different.
- In an LLC, the withheld personal income tax must be transferred on the day of payment of dividends or the next day after payment (clause 6 of Article 226 of the Tax Code).
- In JSC according to clause 4 of Article 226.1 of the Tax Code, Russian organization, which pays income on its securities, is tax agent within the framework of clause 9 of Article 226.1 and must pay the withheld personal income tax within a month. The countdown starts from the earliest date:
end date of the tax period;
payment date Money;
the expiration date of the agreement on the basis of which the JSC pays dividends to an individual; the agreement that is the latest on the start date must be taken into account.
When transferring personal income tax to the budget, posting: Dt 68 – Kt 51.
The responsibilities of the organization that paid dividends and shares of distributed profits do not end there. Dividends paid must be reflected as income in certificates in forms 6-NDFL and 2-NDFL.
Accrued dividends in 6-NDFL
For JSC and LLC, the procedure for reflecting dividends and shares of distributed profit in 6-NDFL is the same.
- In line 020, together with all accrued income, are separately allocated in line 025.
Lines to reflect the personal income tax amount:
- 040 on this personal income tax line from dividends is shown together with personal income tax from other income
- 045 in this line personal income tax is allocated only from dividends
The certificate in Form 6-NDFL must indicate:
- dividend receipt date (p. 100)
- tax withholding date (line 110), dates on lines 100 and 110 will coincide
- date of transfer of personal income tax to the budget (p. 120)
Reflection of dividends in 2-NDFL
The procedure for filling out 2-NDFL for JSC and LLC is the same.
The certificate in form 2-NDFL reflects all income, deductions and the amount of tax withheld.
- To reflect dividends in the 2-NDFL certificate, code 1010 is used.
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 RF on the day of execution monetary obligation(resolution of the plenum Supreme Court RF and Higher arbitration court RF 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 according to the financial statements, as for the current fiscal year, and for the previous ones (clause 2 of article 42 of the Law). In addition, for payments under preferred shares special funds can be created.
The owners discuss the payment of dividends at the 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 members of the Board of Directors and the Audit Commission from profits and increase authorized capital society.
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.
(see text in the previous edition)
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.
(see text in the previous edition)
2. The source of payment of dividends is the company’s profit after taxation (net profit of the company). Net profit of the company is determined according to the accounting (financial) statements of the company. Dividends on preferred shares of certain types can also be paid from special company funds previously formed for these purposes.
(see text in the previous edition)
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.
(see text in the previous edition)
4. The amount of dividends cannot be greater than the amount of dividends recommended by the board of directors (supervisory board) of the company.
(see text in the previous edition)
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.
(see text in the previous edition)
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.
(see text in the previous edition)
7. Dividends are paid to persons who were owners of shares of the corresponding category (type) or persons carrying out activities in accordance with federal laws rights to these shares, 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 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 organisation, - at her expense.
(see text in the previous edition)
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 such a period, declared and unclaimed dividends are restored to the company’s retained earnings, and the obligation to pay them ceases.
The founders of an LLC receive income from profits from the activities of the enterprise. But payments occur in a strictly defined order. You can’t just withdraw funds from circulation.
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How are LLC dividends paid in 2020? A legal entity registered as an LLC has the right to direct part of the profits received to payments to the founders of the company.
The distribution of funds is carried out in the manner prescribed by law. What is the procedure for paying dividends to LLC founders in 2020?
General points
The founders of an LLC are the direct owners of the enterprise. Why can't you just spend the profits?
This is due to the fact that any expenditure by the company must be justified and documented. Of course, the founders of the company are its owners.
But the owner of the property is the organization. And the property of an LLC is separated from the personal property of the founders.
Company money can be taken on three grounds:
- Reportable when something is purchased for cash for an organization.
- , which is necessarily returned to the company.
- Dividends are income from the activities of the enterprise and can be spent at your discretion.
But the distribution of dividends is carried out in a strictly defined order. If you display short diagram actions, you will need:
- determine the amount of dividends;
- decide on payment;
- issue dividends and retain .
Despite the apparent simplicity of the process, each stage requires proper design. How to pay dividends to an LLC?
What you need to know
First of all, you need to understand what dividends are. In Russian tax legislation A dividend is any income received by members of an organization after paying taxes.
Moreover, LLC income is distributed in accordance with the shares of the founders. Thus, dividends are paid exclusively from the net profit of the enterprise.
Taxes are paid from the income received and transfers are made to funds. Only after this the profit is distributed among the participants.
Here it is necessary to note such a nuance that the rule regarding the procedure for determining the volume of profit is contained in.
According to its provisions, net profit is determined on the basis of financial statements. does not contain instructions on the procedure for determining profit.
In this case, the principle of applying norms by analogy applies. That is, LLCs determine the amount of net profit in the same way as JSCs, guided by accounting documents.
Dividends cannot be distributed in the following cases:
- payment of the authorized capital is not in full;
- the share of the participant leaving the company has not been paid;
- there are signs or their occurrence will be facilitated by the distribution of profits.
What is their role
The main task of paying dividends is to ensure income for company participants. Any LLC is created for the purpose of obtaining benefits, that is commercial activity must bring .
The basis for starting work is the authorized capital. In the process of activity, the company's assets are multiplied by generating income.
But in addition to income, the organization has certain expenses. It is necessary to pay employees, reimburse production costs, pay taxes and mandatory fees.
All that remains after deducting mandatory expenses is retained earnings. The legislation does not contain the concept of “net” profit.
Therefore, accounting data, confirmed by accompanying applications, is taken as the basis.
The balance sheet includes a line indicating retained earnings or uncovered loss, that is, the economic result. This indicator becomes the basis for calculating dividends.
Legal basis
Details about dividends of LLC participants are stated in Article 28 of Federal Law No. 14 of February 8, 1998 “On LLC”. According to this standard, dividends are paid based on the decision of the general meeting of participants.
At the same time, there are separate legal restrictions that need to be taken into account when making a decision.
The procedure for paying dividends is regulated by a number of regulations, namely:
Registration procedure
When distributing dividends to an LLC, the following procedure must be followed:
| Calculation of net profit and determination of the amount of income available for receipt | The organization has the right to pay dividends only if the volume of net income exceeds the authorized capital |
| Making a decision to pay dividends | A general meeting of founders is convened. Participants approve financial statements, discuss ways to divide profits and determine deadlines for making payments. To calculate the amount of dividends for each participant total amount accrued dividends are multiplied by the percentage of the founder’s share |
| Payment of dividends and payment of taxes | Dividends are paid on time. At the same time, 13% for residents of the Russian Federation and 15% for non-residents are withheld from them. The tax is transferred the next day after payment to participants. Information about amounts paid and tax withheld is displayed quarterly and annual reports ( , ). Insurance premiums dividends are not accrued |
Conditions for paying dividends in LLC
If we talk about the conditions for paying dividends to an LLC, then it is necessary to note the fact that it is impossible to make payments in the event of bankruptcy or the risk of its occurrence.
For example, the cost net assets corresponds to the amount of the authorized capital. It is clear that any payments in favor of the founders will reduce working capital companies.
In addition, the presence of debts to retired founders also makes it impossible to distribute profits.
By law, each LLC participant upon leaving the company has the right to receive the value of his share. Therefore, the shares of former participants are paid first.
In 2020, there is no need to pay the authorized capital before registering an LLC. Participants can pay their part of the payment within 4 months after registration.
But during this time, the organization may have net profit that can be distributed. But for payment, the authorized capital must be paid in full.
How long after the decision is made?
The frequency of profit payments is determined by the founders. But regardless of the approved periods, the payment period cannot exceed 60 days.
Accordingly, within two months, each participant must receive his/her due share of the profit.
Moreover, payment can be made not only in cash, but also in property, if such an option is fixed in the Charter.
If a participant has not received the required dividends within the period established by law, he has the right to file a claim in court. Failure to meet deadlines is considered a violation of the rights of the founder.
Important! When determining the frequency of dividend payments, participants must be guided by the Charter. If the Charter states that profits are distributed once a year, then dividends cannot be paid more often.
To change the schedule, you must make appropriate changes to the constituent documents.
List of documents
Proper documentation is required to pay profits to LLC participants.
You will need to prepare:
- payment decision made by the founder;
- minutes and decisions of the general meeting;
- and their payment.
The distribution of profits in the LLC is accompanied by the submission of reports:
Decision-making
The decision to issue dividends to the founders is made by the participants by convening a general meeting.
Such a meeting can be held no earlier than the financial statements for the corresponding period. If we are talking about annual reports, then it must be approved.
Moreover, the approval of reporting is carried out in the period from March 1 to April 30 of the year following the reporting year.
Approval of reporting and the issue of profit distribution can be resolved within one meeting.
The fact of holding a meeting is documented in the protocol form approved by the LLC.
Moreover, it is allowed to indicate in the protocol a single amount of dividends due for payment. The division occurs in proportion to shares or in accordance with the provisions of the Charter.
For your information! Dividends can be paid with property, but such payment is equivalent to sale.
This will result in the need to pay additional taxes. Because cash payments more appropriate.
Sample protocol
The minutes of the general meeting of participants indicate the following information:
- place and date of the general meeting;
- details of the chairman and secretary of the meeting;
- full list of participants;
- share in the authorized capital of each founder;
- agenda;
- adopted resolutions.
The minutes of the general meeting of LLC participants are available. In addition to the minutes, a decision of the general meeting is drawn up.
It becomes the basis for the payment of dividends and is referenced in the relevant order.
The decision sets the exact deadline for making payments and the method of payment (money or property).
The total payment period cannot exceed 60 days. But if a participant has not received the dividends due to him, then he has the right to apply for their payment within three years.
Emerging nuances
The nuances that arise when paying dividends relate to the method of payment. Most often, cash payments are made. Moreover, both cash and non-cash payments can take place.
Video: how to calculate, pay and withhold taxes from them
If a decision is made to issue dividends in property, then participants can receive their part of the payments in fixed assets, products, and securities.
However, the payment of dividends using LLC property is equivalent to the sale of property assets.
Since the property changes ownership, it is assumed that the company has received some income. This implies the need to pay taxes.
On OSNO income tax is paid and on. The received amount is taken into account as additional income.
Are there any restrictions
When distributing LLC profits, legal restrictions must be taken into account. U tax authorities claims may arise if dividends are paid:
To the sole founder
If the LLC has a single founder, then there is no need to draw up a protocol. The participant independently makes a decision, drawing it up in free form.
The decision states:
- total amount of dividends;
- billing period;
- place and date of document preparation;
- founder's signature.
The sole founder has the right to arrange the payment of only part of the dividends, and use the remaining funds for other needs. In addition, dividends can be accumulated.
Making a profit is the owner's right, not an obligation. The decision to pay dividends to the sole founder of the LLC is possible.
Upon liquidation
If an LLC is liquidated, its activities cease completely. The procedure for succession in relation to rights and obligations is not provided.
This means that all payments must be made before the official closure of the company, including the distribution of profits.
But dividends can only be received from the organization’s funds, free from debt obligations.
Therefore, upon liquidation of an organization, the following payment procedure is observed:
- Salary to employees.
- Payment of debts to the budget and extra-budgetary funds.
- Settlements with creditors/counterparties.
- Payment of participants' shares from the remaining funds.
When one of the LLC participants simultaneously holds a position in the company, he is first paid a salary as an employee. Then he participates on an equal footing in the distribution of profits.
You need to know that after completing all settlements with third parties, the accrued but not paid profit is first distributed among the participants.
Then the profit for the current period is calculated and its distribution is carried out.
Payment of dividends upon liquidation of an LLC does not eliminate the need to pay income taxes in full.
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 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.
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.
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.