The procedure for paying dividends in JSC - legal services of Legas. Dividends from joint-stock companies under new rules Dividends to shareholders for the sold property of a joint-stock company

per year general meeting participants of business companies (JSC, LLC) is usually issued and the question. Information is needed to solve it. about the amount of net profit received by the company and the amount of its net assets . The calculation of these indicators, as well as the subsequent payment of dividends, falls on the shoulders of the accountant. Therefore, below we will answer the most frequent "dividend" questions of accountants, including questions on how to determine net profit when applying the simplified taxation system and how long it takes to pay participants for accrued dividends.

When can dividends be paid?

Only companies with good financial performance can pay dividends.

After all, firstly, dividends are calculated based on the income received at the end of the year or on the basis of retained earnings previous years (Clause 1, Article 28 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies" (hereinafter - Law N 14-FZ); clause 2 of Article 42 of the Federal Law of 26.12.1995 N 208- Federal Law "On Joint-Stock Companies" (hereinafter - Law N 208-FZ); Letter of the Ministry of Finance of Russia dated 04/06/2010 N 03-03-06 / 1/235; Letter of the Federal Tax Service of Russia for Moscow dated 06/23/2009 N 16-15 / 063489).

And secondly, on the day the decision is made on the distribution of net profit, as well as on the date of payment of dividends, the company must comply with a number of requirements, in particular (Article 29 of Law N 14-FZ; Article 43 of Law N 208-FZ):

Its authorized capital must be fully paid up;

Her net assets must not be less than her authorized capital.

In addition, the payment of dividends should not lead to the organization showing signs of bankruptcy (Clause 2, Article 29 of Law No. 14-FZ; Clause 4, Article 43 of Law No. 208-FZ).

Recall that the amount of net assets is determined on the basis of data balance sheet. And if you did not buy shares from shareholders, then you can calculate net assets using the formula(Order of the Ministry of Finance of Russia N 10n, FCSM of Russia N 03-6 / pz dated 01.29.2003; Letter of the Ministry of Finance of Russia dated 07.12.2009 N 03-03-06 / 1/791):

Net assets = Assets (line 300) + Deferred income (line 640) - Liabilities (line 590 + line 690)

Calculation of dividends by simplistic

If you, using the simplified taxation system, keep full accounting records, then you have no problems with the calculation of dividends. But if not (Clause 3, Article 4 of the Federal Law of November 21, 1996 N 129-FZ "On Accounting"), then for the purposes of determining net profit, you can act like this:

(or) develop your own methodology for calculating net profit. However, such methods usually do not provide reliable information about the financial position of the company in comparison with the data. accounting. Therefore, the amounts paid on their basis tax authorities can be regarded not as dividends, but as donated money or salary (if the participant is also an employee of the organization).

Note

In this case, the tax authorities will calculate taxes already at general rates:

- for a participating organization - income tax based on the rate of 20% instead of 9% (for Russian companies) or 15% (for foreign companies);

- for an individual participant - personal income tax at a rate of 13% instead of 9% if he is a resident of the Russian Federation, and at a rate of 30% instead of 15% if he is a non-resident of the Russian Federation (Items 1, 3 of article 224, clause 1, clauses 2, 3 paragraph 3 of article 284 of the Tax Code of the Russian Federation).

In addition, your organization may be fined for incomplete retention and transfer of personal income tax and income tax (Article 123 of the Tax Code of the Russian Federation).

At the same time, some organizations managed to prove in court the legitimacy of calculating net profit according to their own methods (Resolutions of the FAS MO dated July 20, 2009 N KA-A41 / 6492-09; Twelfth Arbitration Court of Appeal dated 07.07.2009 in case N A57-1360 / 09);

(or) restore accounting for all those periods for which it is planned to pay dividends. By the way, it is precisely this method that the regulatory authorities insist on, and therefore it is the safest (Letters of the Ministry of Finance of Russia dated 08.20.2010 N 03-11-06 / 2/134, dated 01.29.2008 N 07-05-06 / 18);

(or) draw up an inventory balance sheet and fill in the financial statements on its basis. This option is convenient, for example, when accounting has not been kept for a long time and it is unrealistic to restore it. With this method, at the end of the reporting period, the following balances are entered in the balance sheet:

For cash, settlement accounts, fixed assets and intangible assets - according to accounting data;

According to known capital items (authorized capital, reserve fund, etc.);

For other balance sheet items - according to the results of the inventory (according to the data of the target accounting of the main sections, for example, the target accounting of goods, settlements with suppliers, settlements with buyers).

The positive difference between the asset and liability of such a balance will be the retained earnings of the reporting period.

Terms of payment of dividends

You must pay dividends within 60 days from the date the general meeting of participants decides to do so, unless a shorter period is specified in the charter or decision (Clause 3, Article 28 of Law No. 14-FZ; Clause 4, Article 42 of Law No. 208-FZ).

Attention! Since 2011, dividends to LLC and JSC participants must be paid within a maximum of 60 days from the date of the decision to pay them.

Sometimes the general meeting approves a schedule for the phased payment of dividends. It is possible to pay dividends in stages if following conditions:

All payments are made within the time period specified by the charter (maximum 60 days);

Dividends on shares of one category (type) are paid simultaneously to all owners of shares of this category (type) (Clause 4, Article 42 of Law N 208-FZ).

If, through your own fault, you violate the deadlines for paying dividends, the participant may demand payment of interest for the use of other people's funds for the entire period of delay. However, if the participant himself is to blame for the delay (did not provide Bank details, did not appear to receive money at the cash desk), then you do not have to pay interest (Clause 3, Article 405, paragraphs 1, 3, Article 406 of the Civil Code of the Russian Federation). Of course, in this situation, you can deposit the amount due to the participant to the notary's deposit account (Subparagraph 4, clause 1, article 327 of the Civil Code of the Russian Federation), but this is your right, not an obligation.

Attention! In case of violation of the terms of payment of dividends, the participants have the right to demand from your company the payment of interest for the use of other people's funds (Article 395 of the Civil Code of the Russian Federation).

You will not have to pay interest in other cases where the delay is not your fault. For example, if the company did not pay dividends due to the fact that on the day of payment its net assets became less than the amount of the authorized capital (Clause 2, Article 29 of Law N 14-FZ; Clause 4 of Article 43 of Law N 208-FZ).

Payment of dividends to third parties

You can pay dividends to the participant himself, or you can transfer money on his behalf to another organization or individual, including as payment for the goods (works, services) purchased by the participant (Articles 309, 312 of the Civil Code of the Russian Federation).

Note

In this situation, you remain the tax agent of the participant, therefore you withhold "dividend" taxes from such payments in the usual manner, that is, when they are transferred on behalf of the participant to third parties (Clause 1, Article 43, Clause 1, Article 226, Clause 2 article 275 of the Tax Code of the Russian Federation).

And if the heir of the participant turned to you for dividends, then you need to look at his certificate of inheritance. If it states that he inherits the right to receive dividends or all the property of the testator, then you are obliged to pay him dividends accrued in favor of the deceased participant (Items 1, 2, article 382, article 387, paragraph 1 of article 1110, article 1112, paragraph 1 of article 1162 of the Civil Code of the Russian Federation). Be sure to keep a copy of this certificate for yourself.

Unclaimed dividends

Dividends become unclaimed if the company for some reason did not voluntarily pay them, and the participant did not apply for them in set time.

Since 2011, the participant has the right to apply for the payment of dividends in the following terms.

Dividend period	Deadline for submission claims for payment charter dividends	Deadline, within which participant entitled to apply with a demand for payment dividends
(or) in 2011 and later (or) until 2011, if December 31, 2010 has not expired for filing a claim for payment of dividends according to the charter (if the charter does not defined, it is recognized equal to 3 years from the date expiry date for payment dividends)	(or) not installed (or) 3 years or less	Within 3 years from the date payment expiration date dividends
	More than 3 years, but not over 5 years	During the term established by the charter
	Over 5 years	Within 5 years from the date payment expiration date dividends
From 12/31/2007 to 12/30/2010, if: (or) deadline for presentation claims for payment dividend expired on 31.12.2010 (or) articles of association or decision on payment of dividends payment deadline has been determined.		From 01.01.2011 to 30.06.2011

After these periods, dividends are considered unclaimed and you have the right to refuse to pay them to the participant.

You do not take into account the amount of unclaimed dividends for tax purposes (Subclause 3.4, Clause 1, Article 251 of the Tax Code of the Russian Federation; Clause 4, Article 28 of Law No. 14-FZ; Clause 5, Article 42 of Law No. 208-FZ).

If in 2007-2010 you, as required by the Ministry of Finance (Letter of the Ministry of Finance of Russia dated February 14, 2006 N 03-03-04 / 1/110), included the amount of unclaimed dividends in non-operating income, now you can submit revised declarations for the periods in which they were included in income (starting from 01.01.2007), with an application for offset or refund of overpaid tax (Part 2, Article 4 of the Federal Law of December 28, 2010 N 409-FZ; clause 7, Article 78 of the Tax Code of the Russian Federation).

Tell the manager

The amounts of unclaimed dividends must be restored as part of retained earnings, that is, the company's participants will be able to decide on the redistribution of this money among themselves.

This year, remember two innovations: the first is that dividends must now be paid within no more than 60 days from the date of the decision to pay them, even if the charter provides for a longer period, and the second is tax break on recovered dividends.

Updated on 22.10.2017 18:12

STAGE 1. INITIATION OF DISCUSSION AT THE GENERAL MEETING OF SHAREHOLDERS OF THE PAYMENT (ANNOUNCATION) OF DIVIDENDS

1.1. Deciding to hold a general meeting of shareholders on the issue of payment (announcement) of dividends

Main applicable standards:

Art. 165.1 of the Civil Code of the Russian Federation;

P. 5 Art. 32, paragraphs 1 - 4, art. 42, paragraph 1 of Art. 47, paragraph 1 of Art. 48, art. Art. 50 - 52, 54, 55, paragraph 1 of Art. 64, art. 65 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" (hereinafter - the Law on JSC);

Items 1.1.1, 1.1.2, 2, 9, 10, 16, 20, 21, 1.2, 30, 33 Ch. Part I "B" of the Corporate Governance Code recommended for application by Letter No. 06-52/2463 of the Bank of Russia dated April 10, 2014 (hereinafter referred to as the Corporate Governance Code);

Shareholders must be given equal opportunities to participate in the distribution of the company's profits by receiving dividends (Clause 1.2, Chapter I, Part B of the Corporate Governance Code). To do this, the company should approve the dividend policy, which should be formulated in the Regulations on Dividend Policy (Clause 30, Chapter I, Part B of the Corporate Governance Code). It is recommended to disclose the specified Regulations on the company's website on the Internet (Clause 33, Chapter I, Part "B" of the Corporate Governance Code).

The decision on the payment (announcement) of dividends falls within the competence of the general meeting of shareholders of the company (clauses 10.1 and 11.1, clause 1, article 48 of the JSC Law).

It can be adopted both at the annual and at the extraordinary general meeting of shareholders of the company.

The decision on the payment (declaration) of dividends based on the results of the first quarter, six months, nine months of the reporting year can be attributed by the charter of a non-public company to the competence of the board of directors (supervisory board) of the company (clause 10.1 clause 1 and clause 2.1 article 48 of the JSC Law ).

The authorized body (person) may submit to the meeting for consideration the issue of payment (declaration) of dividends (on its own initiative or at the request of persons (bodies) determined by law) in the following ways:

By including the issue on the agenda of the planned annual or extraordinary general meeting of shareholders;

By deciding to hold an extraordinary general meeting on this issue.

Bodies authorized to prepare, convene and hold a meeting

1. Board of Directors (Supervisory Board) (clause 2 clause 1 article 65 of the JSC Law).

2. The body (person) determined by the charter of the company (paragraph 2, clause 1, article 55 of the JSC Law).

In this case, the charter of the JSC must contain an indication of a specific body (person) whose competence includes deciding on the issue of holding a general meeting of shareholders and approving the agenda.

Procedure for making a decision to hold a meeting

1. The procedure for making a decision on holding a meeting on the issue of payment (declaration) of dividends is similar to the procedure for making a decision on holding an annual general meeting or an extraordinary general meeting of shareholders of a JSC.

For more details on the procedure for making a decision to hold an annual general meeting of shareholders, see: Procedure for Conducting Corporate Procedures. Procedure for holding the annual general meeting of shareholders

For more details on the procedure for making a decision to hold an extraordinary general meeting of shareholders, see: Procedure for Conducting Corporate Procedures. Procedure for holding an extraordinary general meeting of shareholders

1. Date, time and place of the meeting (when, in accordance with paragraph 3 of article 60 of the JSC Law, completed ballots can be sent to the company - the postal address for sending them).

The date of the annual general meeting of shareholders of the JSC must correspond to the date established by the charter of the company. If the articles of association determine only the period during which the meeting must be held, the convening body can independently determine the exact date. In any case, such a meeting must be held no earlier than two and no later than six months after the end of the reporting year (clause 1, article 47 of the JSC Law).

At the same time, under certain conditions, the JSC may be released from liability for the commission of the specified offense. For more details, see: Procedure for resolving corporate disputes. Questions judicial practice: General Meeting of Shareholders

The specified administrative offense can be recognized as insignificant. For more details, see the procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

The date of an extraordinary general meeting of shareholders of a JSC should be determined taking into account the 20-day period for sending a notice of such a meeting.

2. The start time of registration of persons participating in the general meeting, when holding a meeting in the form of joint presence (clause 2.10 of Regulation N 12-6 / pz-n).

3. Form of the meeting (joint attendance or absentee voting).

4. Date of compilation of the list of persons entitled to participate in the general meeting.

Setting the date for compiling the list of persons entitled to participate in the general meeting of shareholders earlier than the date of the decision to hold the meeting is the basis for bringing the company to administrative responsibility under Part 3 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation.

Judgments were issued on disputes related to the actions of the board of directors (supervisory board). However, this practice also applies in cases where the date of compilation of the list is not approved. authorized body(face).

5. The date on which the persons entitled to receive dividends are determined.

6. Type (types) of preferred shares, the owners of which have the right to vote on the agenda of the general meeting of shareholders.

7. Agenda of the meeting.

When determining the amount of dividends recommended for payment, the board of directors (supervisory board) should proceed from the size of the company's net profit (profit after tax), since it is the source of dividend payment. It should be noted that the dividend preferred shares certain types can also be paid out of the special funds of the company previously formed for these purposes (clause 2, article 42 of the JSC Law).

Note!

9. Procedure for notifying shareholders of the meeting and sending voting ballots.

Delivery under signature.

By virtue of paragraph 1 of Art. 52 of the JSC Law, the charter may provide for the publication of a notice in a printed publication and its placement on the company's website on the Internet, or only its placement on such a website. In this case, the printed publication and the website must be specified in the charter of the company.

The company has the right to additionally inform shareholders about the holding of the general meeting through other mass media (television, radio) (clause 1, article 52 of the JSC Law).

In accordance with paragraph 1 of Art. 165.1 of the Civil Code of the Russian Federation, civil legal consequences occur for a person from the moment a legally significant message is delivered to him or his representative. A message is also considered delivered in those cases if it was received by the addressee, but due to circumstances depending on the latter, it was not delivered to him or the recipient did not familiarize himself with it.

It should be noted that these provisions apply unless otherwise provided by law or the terms of the transaction, or follows from the custom or practice established in the relationship between the parties (clause 2, article 165.1 of the Civil Code of the Russian Federation).

However, in some cases, voting ballots before the general meeting must be sent (delivered) to each shareholder specified in the list of persons entitled to vote no later than 20 days before the meeting:

If a JSC has more than 500,000 shareholders, the charter may provide for the publication, within the period specified by the JSC Law, of voting ballot forms in a printed publication available to all shareholders specified in the charter (Clause 2, Article 60 of the JSC Law).

Note!

According to paragraph 4 of Art. 52 of the JSC Law, if the person registered in the register of shareholders of the company is a nominal shareholder, then the notice of the general meeting and the information (materials) to be provided to persons entitled to participate in such a meeting, in preparation for its holding, shall be sent in electronic form ( in the shape of electronic documents signed electronic signature) to the nominal shareholder. He is obliged to bring to the attention of his depositors this message, as well as the specified information (materials) in the manner and within the time limits established by regulatory legal acts RF or an agreement with a depositor.

10. Deadline for receipt of ballots and postal address to which completed ballots should be sent (when the meeting is held in the form of absentee voting).

11. Information (materials) to be provided to shareholders on the issue of payment (declaration) of dividends, and the procedure for its provision.

Draft decisions of the meeting;

At the request of a person entitled to participate in the general meeting of shareholders, the company is obliged to provide him with copies of documents within seven days from the date of receipt of this request (from the date of the deadline during which the information (materials) to be provided to persons entitled to participate in the general meeting, should be available to such persons, if the corresponding request was received by the company before the start of the calculation of the specified period), if more short term not provided for by the charter or internal documents of the JSC. At the same time, the fee charged by the JSC for providing copies cannot exceed the costs of their production (clause 3, article 52 of the JSC Law, clause 3.6 of Regulation N 12-6 / pz-n).

1.2. Sending a request to hold an extraordinary general meeting of shareholders on the issue of payment (announcement) of dividends

Main applicable standards:

P. p. 1, 3 tbsp. 42, paras. 10.1 p. 1 art. 48, paragraph 1 of Art. 50, Art. Art. 52, 55, 60 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" (hereinafter - the Law on JSC);

Clauses 2.1, 2.3, 2.9, 2.10, 4.25 of the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved by Order of the FFMS of Russia dated 02.02.2012 N 12-6 / pz-n (hereinafter - Regulation N 12 -6 / pz-n);

Items 1.1.1, 2, 9, 1.1.4, 16, 20 Ch. Part I "B" of the Corporate Governance Code recommended for use by Bank of Russia Letter No. 06-52/2463 dated April 10, 2014 (hereinafter referred to as the Corporate Governance Code).

The issue of payment (announcement) of dividends may be submitted for consideration by the general meeting of shareholders at the initiative of a body (person) determined by the charter or at the request of persons who, in accordance with the JSC Law, have the right to demand an extraordinary general meeting of shareholders.

The decision on the payment (declaration) of dividends based on the results of the first quarter, six months and nine months of the reporting year can only be made within three months after the end of the relevant period (clause 1, article 42 of the JSC Law).

Persons (bodies) entitled to demand an extraordinary general meeting

1. The audit commission (auditor) of the company (clause 1, article 55 of the JSC Law).

2. Auditor of the company (clause 1, article 55 of the JSC Law).

3. Shareholders who own at least 10 percent of the company's voting shares as of the date of the request (clause 1, article 55 of the JSC Law).

The share of voting shares owned by a shareholder (shareholders) requiring an extraordinary general meeting is determined as of the date of presentation (submission) of such a demand (clause 2.3 of Regulation No. 12-6/pz-n).

The request to hold an extraordinary general meeting may be sent by the person exercising trust management by at least 10 percent of voting shares (rights certified by at least 10 percent of voting shares) as of the date of the request.

Consequences of a request to hold a meeting on the issue of payment (announcement) of dividends by an unauthorized person

If the request to hold an extraordinary general meeting is submitted by shareholders (shareholder) who own less than 10 percent of the voting shares of the JSC, then the authorized body (person) has the right to decide to refuse to hold an extraordinary general meeting of shareholders.

The request to hold an extraordinary general meeting of shareholders must contain:

1. Wording of issues to be included in the agenda of the meeting.

Item 1. Distribution of profits and losses of ____________ (company's trade name) for ____________ (quarter, six months, nine months or year for which profits are distributed). On the payment (announcement) of dividends on outstanding shares ____________ (company's trade name) for ____________ (quarter, six months, nine months or year for which dividends are paid (announced).

2. Information about the person (body) requiring the holding of the general meeting of shareholders.

If the request to hold a meeting comes from the shareholders (shareholder), it must contain the names (names) of the shareholders (shareholder) requiring the convening of the meeting, and the number, category (type) of shares they own.

The request to hold an extraordinary general meeting of shareholders may contain:

1. Wording of decisions on issues proposed for inclusion in the agenda.

The inclusion in the request to hold a meeting of the wording of the decision on the issue of payment (declaration) of dividends in terms of the amount of dividends is recognized as illegal, since the amount of dividends can be determined solely on the basis of recommendations from the board of directors (supervisory board) of the company.

If the company has not created a board of directors (supervisory board), the general meeting of shareholders decides on the amount and procedure for paying dividends solely at its own discretion.

2. Proposal on the form of holding the meeting (joint attendance or absentee voting).

Additional information in the request to hold a meeting on the payment (declaration) of dividends

In addition to the information included in the request to hold an extraordinary general meeting of shareholders in accordance with the JSC Law, the request may also include the following additional information:

1. Date, place and time of the meeting (when, in accordance with paragraph 3 of article 60 of the JSC Law, completed ballots can be sent to the company - the postal address for sending them).

The company should provide its shareholders with the most favorable conditions for participation in the general meeting (Clause 1.1.1, Chapter I, Part "B" of the Corporate Governance Code).

If there are appropriate specifications the company is recommended to create a system that allows voting by electronic means (Clause 20, Chapter I, Part B of the Corporate Governance Code).

The date of the extraordinary general meeting of shareholders of the JSC must be determined taking into account the 20-day period for sending a notice of the meeting.

At the same time, it should be taken into account that the decision on the payment (announcement) of dividends based on the results of the first quarter, six months and nine months of the reporting year can only be made within three months after the end of the relevant period (clause 1, article 42 of the JSC Law).

The date of the general meeting in the form of absentee voting is the closing date for the receipt of ballots (clause 4.25 of Regulation 12-6/pz-n).

The time of the meeting should be determined taking into account the interests of shareholders.

The general meeting should be held in the settlement (city, township, village) that is the location of the joint-stock company, unless another place of its holding is established by the charter (clause 2.9 of Regulation N 12-6 / pz-n).

When determining in the charter the place of holding the general meeting, which is different from the location of the company, it is recommended to take into account the interests of shareholders and their ability to personally participate in the meeting (paragraph 2, clause 21, chapter I, part "B" of the Corporate Governance Code).

For judicial practice on the issue of the venue of the general meeting of shareholders, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

2. Start time of registration of persons participating in the general meeting of shareholders, when holding a meeting in the form of joint presence (clause 2.10 of Regulation N 12-6 / pz-n).

3. Procedure for notifying shareholders of the meeting and sending voting ballots.

The procedure for announcing a general meeting and providing materials related to the meeting should allow shareholders to properly prepare for participation in it (Clause 1.1.2, Chapter I, Part "B" of the Corporate Governance Code).

A notice on holding a general meeting of shareholders must be sent no later than 20 days before the date of the meeting to everyone who is indicated in the list of persons entitled to participate in this meeting, in one of the following ways (clause 1, article 52 of the JSC Law) :

By registered mail, unless the charter of the company provides for another way of sending such a message in writing;

Delivery under signature.

Taking into account the importance of timely notification of shareholders about the holding of a general meeting, it seems necessary to inform shareholders about it at least 30 days before the date of the holding, unless a longer period is provided for by law (Clause 2, Chapter I, Part B of the Corporate Governance Code).

By virtue of paragraph 1 of Art. 52 of the JSC Law, the charter may provide for the publication of a notice in a printed publication and posting it on the company's website on the Internet, or only posting it on a website on the Internet. In this case, the printed edition and the website must be specified in the charter of the JSC. The Company has the right to additionally inform the shareholders about the holding of the General Meeting through other mass media (television, radio).

Voting on agenda items may be carried out by ballot papers. If the number of shareholders - owners of voting shares is more than 100, and also if the meeting is held in the form of absentee voting, voting on the agenda of the general meeting is carried out only by ballots (clause 1, article 60 of the JSC Law).

If the number of shareholders - owners of voting shares is less than 1000, it is recommended to include in the charter a provision on the mandatory sending of voting ballots to shareholders and on the right of shareholders to take part in the general meeting by filling out such ballots and sending them to the company (Clause 16, Chapter I, part " B "Code of Corporate Governance).

When holding a meeting in the form of absentee voting;

When holding a meeting of JSC with the number of shareholders - owners of voting shares of 1000 or more;

If the charter of the joint-stock company provides for the mandatory sending (delivery) of ballots before the general meeting.

This is indicated in paragraph 2 of Art. 60 of the JSC Law.

If the number of shareholders in the company is more than 500,000, the charter may provide for the publication, within the period specified by the Law on JSC, of blank voting ballots in a print publication accessible to all shareholders specified in the charter (clause 2, article 60 of the Law on JSC).

4. Information (materials) to be provided to shareholders on the issue of payment (declaration) of dividends.

Voting on agenda items may be carried out using ballot papers. If the number of shareholders - owners of voting shares is more than 100, and also if the meeting is held in the form of absentee voting, voting on the agenda of the general meeting is carried out only by ballots (clause 1, article 60 of the JSC Law).

Documents attached to the request to hold a meeting on the payment (declaration) of dividends

Similar to the documents that must be attached to the request to hold an extraordinary general meeting of shareholders.

The procedure for sending a request to hold a meeting on the issue of payment (announcement) of dividends

It is similar to the procedure for sending a request to hold an extraordinary general meeting of shareholders of a JSC.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 1, clause 1.2

Ways of presenting (sending) a request to hold a meeting on the issue of payment (announcement) of dividends

Similar to the methods of presenting (sending) a request to hold an extraordinary general meeting of shareholders of a JSC.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 1, clause 1.2

Consequences of violation of the procedure for sending a request to hold a meeting on the issue of payment (announcement) of dividends

The authorized body (person) has the right to refuse to hold a meeting on the issue of payment (announcement) of dividends in case of violation of the procedure for presenting a request to hold an extraordinary general meeting of shareholders (clause 6, article 55 of the JSC Law).

1.2.1. Receipt by the company of a request to hold an extraordinary general meeting of shareholders on the issue of payment (announcement) of dividends

The procedure for receiving a request to hold a meeting on the issue of payment (announcement) of dividends

Similar to the procedure for receiving a request to hold an extraordinary general meeting of shareholders of a JSC.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 1, clause 1.2.1

1.2.2. Procedure for Considering a Request to Hold an Extraordinary General Meeting of Shareholders on the Issue of Payment (Declaration) of Dividends

Procedure for Considering a Request to Hold a Meeting on the Issue of Payment (Declaration) of Dividends

It is similar to the procedure for considering the request to hold an extraordinary general meeting of shareholders of a JSC.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 1, clause 1.2.2

1.2.3. Making a decision based on the results of consideration of the request to hold an extraordinary general meeting of shareholders on the issue of payment (announcement) of dividends

Main applicable standards:

P. 5 Art. 32, paragraphs 1 - 4, art. 42, paragraph 1 of Art. 50, paragraph 1 of Art. 51, pp. 1, 3 art. 52, paragraph 1 of Art. 54, paragraphs 1, 6 - 10, Art. 55, paragraph 2 of Art. 60, paragraph 1 of Art. 64, paragraph 1 of Art. 65 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" (hereinafter - the Law on JSC);

Clauses 2.9, 2.10, 3.2, 3.6, 4.25 of the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved by Order of the FFMS of Russia dated 02.02.2012 N 12-6 / pz-n (hereinafter - Regulation N 12 -6 / pz-n);

Items 1.1.1, 2, 3, 9, 10, 16, 20, 21 Ch. Part I "B" of the Corporate Governance Code recommended for application by Letter No. 06-52/2463 of the Bank of Russia dated April 10, 2014 (hereinafter referred to as the Corporate Governance Code);

Clause 27 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of November 18, 2003 N 19 "On Certain Issues of the Application of the Federal Law "On Joint-Stock Companies" (hereinafter referred to as the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation N 19);

Chart of accounts for accounting of financial and economic activities of organizations and Instructions for its application, approved by Order of the Ministry of Finance of Russia dated October 31, 2000 N 94n (hereinafter referred to as the Chart of Accounts).

Body (person), whose competence includes consideration of the requirement to hold a meeting on the issue of payment (announcement) of dividends and adoption of a decision based on the results of its consideration

According to the Law on JSC, the consideration of requests for holding an extraordinary general meeting of shareholders and the adoption of a decision based on the results of its consideration falls within the competence of the board of directors (supervisory board) of a JSC (clause 6, article 55 of the Law on JSC).

At the same time, if the number of shareholders holding voting shares in a JSC is less than 50, the charter may provide that the functions of the board of directors of the company (supervisory board) are performed by the general meeting of shareholders. In this case, the charter must contain an indication of the authorized body (person) whose competence includes deciding the issue of holding a general meeting of shareholders and approving the agenda (clause 1, article 64 of the JSC Law).

Thus, the consideration of the request to hold an extraordinary general meeting of shareholders and the adoption of a decision based on the results of its consideration should be carried out by an authorized person (body). In this case, the provisions of paragraphs 6 - 10 of Art. 55 of the JSC Law.

Decision-making procedure based on the results of consideration of the requirement to hold a meeting on the issue of payment (announcement) of dividends

It is similar to the decision-making procedure based on the results of consideration of the request to hold an extraordinary general meeting of JSC shareholders.

Deadline for consideration of the request to hold a meeting on the issue of payment (announcement) of dividends

In accordance with paragraph 6 of Art. 55 of the JSC Law, the request to hold an extraordinary general meeting of shareholders is subject to consideration within five days from the date of its presentation.

1. The body (person) that considered the request to hold the meeting.

Board of Directors (Supervisory Board) (clause 2, clause 1, article 65 of the JSC Law).

Body (person) determined by the charter of the company (paragraph 2, clause 1, article 55 of the JSC Law).

2. The person (body) that sent the request to hold the meeting.

The audit commission (auditor) of the company (clause 1, article 55 of the JSC Law).

Auditor of the company (clause 1, article 55 of the JSC Law).

Shareholders of the company who own at least 10 percent of the voting shares of the company (clause 1, article 55 of the JSC Law).

The company should provide its shareholders with the most favorable conditions for participation in the general meeting (Clause 1.1.1, Chapter I, Part "B" of the Corporate Governance Code).

If the relevant technical conditions are available, the company is recommended to create a system that allows voting by electronic means (Clause 20, Chapter I, Part B of the Corporate Governance Code).

An extraordinary general meeting of shareholders must be held within 50 days from the date of submission of the request to hold it (clause 2, article 55 of the JSC Law).

The date of the extraordinary general meeting of shareholders of the JSC must be determined taking into account the 20-day period for sending a notice on holding such a meeting.

The date of the general meeting in the form of absentee voting is the closing date for the receipt of ballots (clause 4.25 of Regulation 12-6/pz-n).

On the issue of bringing JSCs to administrative responsibility for holding an extraordinary general meeting of shareholders in violation of the established deadline, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

The time of the meeting should be determined taking into account the interests of shareholders.

For judicial practice on the issue of the venue of the general meeting of shareholders, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

4. The start time of registration of persons participating in the general meeting of shareholders, when holding a meeting in the form of joint presence (clause 2.10 of Regulation N 12-6 / pz-n).

5. Form of the meeting (joint attendance or absentee voting).

6. Date of compilation of the list of persons entitled to participate in the general meeting.

The date of drawing up the list of persons entitled to participate in the general meeting cannot be set earlier than 10 days from the date of the decision to hold the meeting and more than 50 days before the date of this meeting.

It should be noted that setting the date for compiling the list of persons entitled to participate in the general meeting of shareholders earlier than the date of the decision to hold the meeting is the basis for bringing the company to administrative responsibility under Part 3 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation.

See supporting jurisprudence

On the issue of bringing JSCs to administrative responsibility, if the board of directors (supervisory board) does not approve the date of compiling the list, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

Judgments were issued on disputes related to the actions of the board of directors (supervisory board). At the same time, this practice is also applicable to cases where the date of compiling the list is not approved by the authorized body (person).

7. The date on which the persons entitled to receive dividends are determined.

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 and later than 20 days from the date of the decision on the payment (declaration) of dividends (clause 5 of article 42 JSC Law).

8. Type (types) of preferred shares, the owners of which have the right to vote on the agenda of the general meeting of shareholders.

Shareholders - owners of preferred shares of a certain type, the amount of the dividend for which is determined in the charter of the company, with the exception of shareholders - owners of cumulative preferred shares, may participate in the general meeting of shareholders with the right to vote on all issues of its competence, if at the annual general meeting, regardless of the reasons, a decision was made to pay dividends or a decision was made to pay incomplete dividends on preferred shares of this type.

Such a right arises for shareholders from the meeting following the specified annual general meeting, and terminates from the moment of the first payment of dividends on their shares in full (paragraph 1, clause 5, article 32 of the JSC Law).

Shareholders - owners of cumulative preference shares of a certain type can participate in the general meeting of shareholders with the right to vote on all issues within its competence, starting from the meeting following the annual general meeting of shareholders, at which a decision was to be made on the payment of these shares in full amount of accumulated dividends , if such a decision was not made or a decision was made to pay incomplete dividends. The right of the named shareholders to participate in the general meeting of shareholders is terminated from the moment of payment of all dividends accumulated on the specified shares in full (paragraph 2, clause 5, article 32 of the JSC Law).

The charter of a non-public company may provide for one or more types of preferred shares, which, in addition to or instead of the rights established by paragraph 4 of Art. 32 of the Law on JSC, the right to vote on all or some issues within the competence of the general meeting of shareholders (clause 6, article 32 of the Law on JSC).

9. Agenda of the meeting.

The exclusive competence of the board of directors (supervisory board) of a JSC includes the issue of recommendations to the general meeting of shareholders on the amount of dividends paid and the procedure for their payment (clause 11, clause 1, article 65 of the JSC Law). The amount of dividends determined by the general meeting of shareholders cannot exceed that recommended by the board of directors (supervisory board) of the company (clause 4, article 42 of the JSC Law).

The Board of Directors (Supervisory Board), when deciding to convene a meeting on the issue of payment (announcement) of dividends, simultaneously makes a decision on the amount of dividends and the procedure for payment, which it recommends.

When determining the recommended amount of dividends, the board of directors (supervisory board) proceeds from the size of the company's net profit (profit after tax), since it is the source of dividend payments. It should be noted that dividends on preferred shares of certain types can also be paid out of the special funds of the company previously formed for these purposes (clause 2, article 42 of the JSC Law).

Note!

If the board of directors (supervisory board) has not been established in the company, then the body (person) authorized to convene the meeting is not entitled to give recommendations to the meeting of shareholders on the amount and procedure for paying dividends. In this case, such issues are decided by the general meeting of shareholders solely at their own discretion.

Based on the financial position and size of the company's net profit, the board of directors (supervisory board) may recommend not to pay (not declare) dividends. In this case, the general meeting of shareholders is not entitled to decide on the payment (announcement) of dividends.

For more details, see: Procedure for resolving corporate disputes. Litigation Issues: Dividends

11. Procedure for notifying shareholders of the meeting and sending voting ballots.

By registered mail, unless the charter of the company provides for another way of sending such a message in writing;

Delivery under signature.

Taking into account the importance of timely notification of shareholders about the holding of a general meeting, it seems necessary to inform shareholders about it at least 30 days before the date of the holding, unless a longer period is provided by law (Clause 2, Chapter I, Part B of the Corporate Governance Code).

By virtue of paragraph 1 of Art. 52 of the JSC Law, the charter may provide for the publication of a notice in a printed publication and posting it on the company's website on the Internet, or only posting it on a website on the Internet. In this case, the printed publication and the website must be specified in the charter of the company. The Company has the right to additionally inform the shareholders about the holding of the General Meeting through other mass media (television, radio).

On the issue of bringing JSCs to administrative responsibility for failure to notify a shareholder of a general meeting, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

However, in some cases, voting ballots before the General Meeting of Shareholders must be sent (delivered) to each shareholder specified in the list of persons entitled to vote no later than 20 days before the General Meeting:

When holding a meeting in the form of absentee voting;

When holding a general meeting of JSC with the number of shareholders - owners of voting shares of 1000 or more;

If the charter of the joint-stock company provides for the mandatory sending (delivery) of ballots before the general meeting.

This is indicated in paragraph 2 of Art. 60 of the JSC Law.

On the issue of holding JSCs administratively liable for failure to send voting ballots to shareholders within the established period, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

12. Deadline for receipt of ballots and postal address to which completed ballots should be sent (when the meeting is held in the form of absentee voting).

13. Information (materials) to be provided to shareholders on the issue of payment (announcement) of dividends, and the procedure for its provision.

The materials required to be provided to shareholders in preparation for the meeting, which considers the issue of payment (announcement) of dividends, include (clause 3.2 of Regulation N 12-6 / pz-n, clause 3 of article 52 of the JSC Law):

Draft decisions of the meeting;

Other information provided by the charter.

Information on the position of the board of directors (supervisory board) regarding the agenda of the general meeting and on special opinions of members of the board of directors (supervisory board) on each agenda item;

Justification of the proposed distribution of net profit for the payment of dividends and assessment of its compliance with the dividend policy adopted in the company;

Information on the procedure for calculating dividends on preferred shares, which is established in the charter of the company;

Information about corporate actions that resulted in the deterioration of the dividend rights of shareholders and (or) the dilution of their shares, as well as on judgments, which established the facts of receipt by shareholders at the expense of the company of other income, except for dividends and liquidation value.

Within 20 days before the date of the general meeting of shareholders, information (materials) must be available to persons entitled to participate in the meeting for review at the premises of the executive body of the company, other places, the addresses of which are indicated in the notice of the meeting, as well as on the Internet - the website of the company, if it is provided for by the charter or internal document of the company (clause 3, article 52 of the JSC Law, clause 3.6 of Regulation N 12-6 / pz-n).

It is recommended to provide shareholders with access to materials related to the general meeting at least 30 days before the date of its holding, unless a longer period is provided by law (Clause 2, Chapter I, Part B of the Corporate Governance Code).

Information (materials) must be available to the participants of the General Meeting of Shareholders during its holding.

At the request of a person entitled to participate in the general meeting of shareholders, the company is obliged to provide him with copies of documents within seven days from the date of receipt of this request (from the date of the deadline during which the information (materials) to be submitted to persons entitled to participate in the general meeting, should be available to such persons, if the relevant request was received by the company before the start of the calculation of the specified period), unless a shorter period is provided for by the charter or internal documents of the JSC. At the same time, the fee charged by the JSC for providing copies cannot exceed the costs of their production (clause 3, article 52 of the JSC Law, clause 3.6 of Regulation N 12-6 / pz-n).

During the period of preparation for the general meeting, shareholders should be provided with the opportunity to ask questions to members of the executive bodies and the board of directors of the company, as well as publicly express their opinion on agenda items (clause 9, chapter I, part "B" of the Corporate Governance Code).

On the issue of bringing JSCs to administrative responsibility for failure to provide ( late provision) at the request of the shareholder, the documents to be provided in preparation for the general meeting, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

However, under certain circumstances, such a violation may be considered insignificant. administrative offense.

For more details, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

Deadline for sending a decision to convene a meeting on the issue of payment (announcement) of dividends to persons requiring its convening

The decision of the authorized body (person) to convene an extraordinary general meeting of shareholders on the issue of payment (declaration) of dividends is sent to the persons requiring its convocation no later than three days from the date of such a decision (clause 7, article 55 of the JSC Law).

Grounds for making a decision to refuse to hold a meeting on the issue of payment (announcement) of dividends

The authorized body (person) has the right in a number of cases to refuse to convene an extraordinary general meeting of shareholders on the issue of payment (declaration) of dividends.

The list of grounds for refusal, established in paragraph 6 of Art. 55 of the JSC Law, is exhaustive (paragraph 2, clause 27 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation N 19).

1. The established procedure for submitting requests to convene an extraordinary general meeting of shareholders has not been observed.

2. Shareholders (shareholder) requiring the convening of an extraordinary general meeting are the owners of less than 10 percent of the voting shares of the JSC.

3. None of the issues proposed for inclusion in the agenda of the extraordinary general meeting of shareholders is referred to its competence and (or) does not comply with the requirements of the JSC Law and other legal acts of the Russian Federation.

The authorized body is not entitled to refuse to convene an extraordinary general meeting of shareholders in the following cases.

1. The court has seized the shares (prohibition on the disposal of shares) of the person demanding the convening of the meeting.

See supporting jurisprudence

2. In the request to hold the meeting, the shareholder did not indicate the category (type) of shares, provided that the company has shares of only one category.

See supporting jurisprudence

Procedure for making a decision to refuse to hold a meeting on the issue of payment (announcement) of dividends

It is similar to the procedure for making a decision to refuse to hold an extraordinary general meeting of shareholders of a JSC.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 1, clause 1.2.3

Deadline for sending a decision to refuse to convene a meeting on the issue of payment (announcement) of dividends to persons requiring its convening

A reasoned decision of the authorized body (person) to refuse to convene an extraordinary general meeting of shareholders is sent to persons requiring its convocation no later than three days from the date of such a decision (clause 7, article 55 of the JSC Law).

Consequences of adoption by the authorized body (person) of a decision to refuse to convene a meeting on the issue of payment (announcement) of dividends or avoiding such a decision

If within five days from the date of presentation of the request by the authorized body (person) of the company:

No decision was made to convene an extraordinary general meeting of shareholders;

A decision was made to refuse to convene an extraordinary general meeting of shareholders,

persons (body) requiring its convocation have the right to apply to the court with a demand to compel the JSC to hold such a meeting (clause 8, article 55 of the JSC Law).

If the claim is satisfied, the court decision shall indicate the time and procedure for holding the meeting. The execution of this decision is assigned to the plaintiff or, at his request, to the body of the joint-stock company or another person, subject to their consent.

Such a body cannot be the board of directors (supervisory board) of a JSC.

A JSC body or a person who, in accordance with a court decision, holds an extraordinary general meeting of shareholders, has all provided by law on JSC with the powers necessary to convene and hold such a meeting.

If, in accordance with the decision of the court, the general meeting is held by the plaintiff, then the costs of preparing and holding this meeting can be reimbursed by decision of the general meeting of shareholders at the expense of the JSC.

STAGE 2. NOTIFICATION OF THE COMPANY'S SHAREHOLDERS OF THE GENERAL MEETING ON THE PAYMENT (ANNOUNCATION) OF DIVIDENDS

2.1. Sending a notice on holding a general meeting of shareholders on the issue of payment (announcement) of dividends

Main applicable standards:

P. 1, Art. 36, paragraphs 1 - 4 of Art. 42, paragraph 1 of Art. 47, paragraph 2 of Art. 50, pp. 1, 2 art. 51, Art. Art. 52, 55, 60 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" (hereinafter - the Law on JSC);

Clauses 2.9, 3.1, 3.2, 3.6 of the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved by Order of the FFMS of Russia dated 02.02.2012 N 12-6 / pz-n (hereinafter - Regulation N 12-6 /pz-n);

P. p. 2, 9 Ch. Part I "B" of the Corporate Governance Code recommended for use by Bank of Russia Letter No. 06-52/2463 dated April 10, 2014 (hereinafter referred to as the Corporate Governance Code).

The procedure for sending a notice on holding a meeting on the issue of payment (announcement) of dividends

Similar to the procedure for sending a notice on holding an extraordinary general meeting of shareholders of a JSC.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 3, clause 3.1

1. Full company name of the company and its location.

2. Form of the meeting (joint attendance or absentee voting).

The annual general meeting of JSC shareholders can be held only in the form of a meeting (joint presence of shareholders) (clause 2, article 50 of the JSC Law).

3. Date, time and place of the meeting (when, in accordance with paragraph 3 of article 60 of the JSC Law, completed ballots can be sent to the company - the postal address for sending them).

The company should provide its shareholders with the most favorable conditions for participation in the general meeting (Clause 1.1.1, Chapter I, Part "B" of the Corporate Governance Code).

When choosing a date, consider the following:

The annual general meeting of shareholders must be held no earlier than two and no later than six months after the end of the reporting year (clause 1, article 47 of the JSC Law);

In cases where, in accordance with the provisions of Art. Art. 68 - 70 of the JSC Law, the supervisory board is obliged to decide to convene an extraordinary general meeting of shareholders, such a meeting must be held within 40 days from the date of the relevant decision, unless a shorter period is provided for by the company's charter (clause 3, article 55 of the JSC Law );

The board of directors (supervisory board) of the JSC must consider the request and make a decision to hold an extraordinary meeting or to refuse to hold it within five days from the date of the request (clause 6, article 55 of the JSC Law); a decision on the payment (declaration) of dividends based on the results of the first quarter, six months and nine months of the reporting year can only be made within three months after the end of the relevant period (clause 1, article 42 of the JSC Law);

A notice of a meeting must be sent to everyone who is included in the list of persons entitled to participate in this meeting, no later than 20 days before the date of its holding (clause 1, article 52 of the JSC Law).

On the issue of bringing JSCs to administrative responsibility for holding the annual general meeting of shareholders in violation of the established deadline, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

At the same time, the joint-stock company may be released from liability for the commission of the specified offense under certain conditions. For more details, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

The time of the meeting should be determined taking into account the interests of shareholders.

For judicial practice on the issue of the venue of the general meeting of shareholders, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

4. The start time of registration of persons participating in the general meeting, when holding a meeting in the form of joint presence (clause 3.1 of Regulation N 12-6 / pz-n).

5. Date of compilation of the list of persons entitled to participate in the general meeting.

Establishing the date of compiling the list of persons entitled to participate in the general meeting of shareholders earlier than the date of the decision to hold the meeting is the basis for bringing the company to administrative responsibility under Part 2 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation.

See supporting jurisprudence

Judgments were issued on disputes related to the actions of the Board of Directors (Supervisory Board). At the same time, this practice is also applicable to cases where the date of compiling the list is not approved by the authorized body (person).

6. The date on which the persons entitled to receive dividends are determined.

7. Suggested agenda.

8. The procedure for familiarization with the information (materials) to be provided to shareholders on the issue of payment (announcement) of dividends.

Draft decisions of the meeting;

Other information provided by the charter.

Justification of the proposed distribution of net profit for the payment of dividends and assessment of its compliance with the dividend policy adopted in the company;

Information on the procedure for calculating dividends on preferred shares, which is established in the charter of the company;

Information on corporate actions that resulted in the deterioration of the dividend rights of shareholders and (or) the dilution of their shares, as well as on court decisions that established the facts of receipt by shareholders at the expense of the company of other income, except for dividends and liquidation value.

Also, information (materials) must be available to the participants of the General Meeting of Shareholders during its holding.

At the request of a person entitled to participate in the general meeting of shareholders, the company is obliged to provide him with copies of documents within seven days from the date of receipt of this request (from the date of the deadline during which the information (materials) to be provided to persons entitled to participate in the general meeting, should be available to such persons if the corresponding request was received by the company before the start of the calculation of the specified period), unless a shorter period is provided for by the charter or internal document of the company regulating the activities of the general meeting. At the same time, the fee charged by the JSC for providing copies cannot exceed the costs of their production (clause 3, article 52 of the JSC Law, clause 3.6 of Regulation N 12-6 / pz-n).

On the issue of bringing JSCs to administrative responsibility for failure to provide (late provision) at the request of the shareholder of documents to be provided in preparation for the general meeting, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

However, under certain circumstances, such a violation may be recognized as a minor administrative offense. For more details, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

9. Deadline for receipt of ballots and postal address to which completed ballots should be sent (when the meeting is held in the form of absentee voting).

When holding a meeting in the form of absentee voting;

When holding a meeting of JSC with the number of shareholders - owners of voting shares of 1000 or more;

If the charter of the joint-stock company provides for the mandatory sending (delivery) of ballots before the general meeting.

If the number of shareholders of the company is more than 500,000, the charter may provide for the publication, within the period specified by the JSC Law, of blank voting ballots in a print publication accessible to all shareholders specified in the charter (clause 2, article 60 of the JSC Law).

STAGE 3. HOLDING A GENERAL MEETING OF SHAREHOLDERS ON THE PAYMENT (ANNOUNCATION) OF DIVIDENDS

3.1. Registration of persons who arrived to participate in the general meeting of shareholders

The procedure for registering persons who arrived to participate in the meeting on the issue of payment (announcement) of dividends

It is similar to the procedure for registering persons who arrived at the extraordinary general meeting of shareholders of the JSC.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 4, clause 4.1

3.2. Opening of the general meeting of shareholders

Procedure for opening the general meeting

Similar to the procedure for opening an extraordinary general meeting of shareholders of a JSC.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 4, clause 4.2

3.3. Holding a general meeting of shareholders on the issue of payment (declaration) of dividends in the form of absentee voting

Procedure for holding a meeting on the issue of payment (declaration) of dividends in the form of absentee voting

Similar to the procedure for holding an extraordinary general meeting of JSC shareholders in the form of absentee voting.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 4, clause 4.3

3.4. Adoption at the general meeting of shareholders of a decision on the agenda item on the payment (announcement) of dividends

Main applicable standards:

P. 2 Art. 32, Art. Art. 42, 43, paragraph 2 of Art. 49, Art. Art. 59, 61 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" (hereinafter - the Law on JSC);

Clauses 2.19, 4.13, 4.15, 4.16, 4.21 of the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved by Order of the Federal Financial Markets Service of Russia dated 02.02.2012 N 12-6 / pz-n (hereinafter - Regulation N 12 -6 / pz-n);

Items 25, 28, 31, 35, 37 - 39, 50, 52 ch. Part I "B" of the Corporate Governance Code recommended for application by Letter No. 06-52/2463 of the Bank of Russia dated April 10, 2014 (hereinafter referred to as the Corporate Governance Code);

Clauses 15, 16 of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation of November 18, 2003 N 19 "On Certain Issues of the Application of the Federal Law "On Joint-Stock Companies".

On the issue of the agenda on the payment (announcement) of dividends, the general meeting of shareholders makes a decision on the distribution of profits and losses of the company for the relevant period and on the payment (announcement) of dividends.

Persons registered to participate in the general meeting held in the form of a meeting have the right to vote on all issues on the agenda from the opening of the meeting until its closing. If, in accordance with the charter, the internal document of the company regulating the activities of the general meeting, or the decision of the general meeting determining the procedure for conducting the meeting, the voting results and decisions taken by the general meeting are announced at this meeting, - from the moment the general meeting opens and until the start of counting votes on agenda items. This rule does not apply to voting on the issue of the conduct of the general meeting.

After the discussion is over last question of the agenda of the general meeting (the last item on the agenda for which there is a quorum) and before the closing of the meeting (the beginning of the counting of votes), persons who have not voted before this moment must be given time to vote (clause 4.13 of Regulation N 12-6 / pz- n).

The General Meeting, by the time of opening of which there was a quorum only on certain issues of the agenda, cannot be closed if, by the end of registration, persons have registered, whose presence provides a quorum for making a decision on other issues of the agenda (clause 4.15 of Regulation N 12-6 / pz-n).

Formulation of the agenda item on the payment (announcement) of dividends

Suggested wording for the agenda item could be as follows:

Question. Distribution of profit and loss of ____________ (trade name of the company) for ____________ (quarter, half year, nine months or year for which profit is distributed). On the payment (announcement) of dividends on outstanding shares ____________ (company's trade name) for ____________ (quarter, six months, nine months or year for which dividends are paid (announced).

The General Meeting should be held in such a way that shareholders can make informed decisions on all agenda items (Clause 25, Chapter I, Part B of the Corporate Governance Code). Meeting participants should be given the opportunity to freely communicate and consult with each other on voting issues without violating the meeting procedure (Clause 28, Chapter I, Part B of the Corporate Governance Code).

The decision on the issue of payment (announcement) of dividends is made by a majority vote of the shareholders - owners of voting shares of the company participating in the meeting.

The decision on the payment (announcement) of dividends on preferred shares of a certain type is made by a majority vote of shareholders - owners of voting shares of the company participating in the meeting. At the same time, the votes of shareholders - owners of preferred shares of this type, cast for voting options expressed in the words "against" and "abstained" are not taken into account when counting votes and when determining the quorum for making a decision on this issue (clause 4.2, article 49 of the Law on AO).

The charter of a non-public company may provide for a different number of votes necessary for making decisions, but not less than the number of votes established by law (clause 5.1, article 49 of the JSC Law).

When voting by ballots, votes are counted on those issues on which only one of the options response. Ballot papers filled out in violation of this requirement are declared invalid, and votes on the issues contained in them are not counted (Article 61 of the JSC Law).

If the ballot contains several questions put to vote, failure to comply with the above requirement with respect to one or more questions does not entail the recognition of the ballot as invalid as a whole (Article 61 of the JSC Law).

If, during the counting of votes, two or more filled-in ballots of one person are found, in which different options are left for voting on one issue of the agenda of the general meeting, in terms of voting on such an issue, all these ballots are invalidated (clause 4.21 of Regulation N 12-6 / pz -n).

This rule does not apply to ballots signed by:

Persons acting on the basis of such powers of attorney, in which the fields for putting down the number of votes cast for each voting option indicate the number of votes cast for the corresponding voting option, and contain the marks provided for in clause 2.19 of Regulation N 12-6 / pz-n . This is indicated in clause 4.21 of Regulation N 12-6 / pz-n.

Deciding on the issue of payment (announcement) of dividends

On the issue of payment (announcement) of dividends, one of the following decisions may be made:

1. Do not pay (do not declare) dividends.

The decision on non-payment (non-declaration) of dividends must be made if there are obstacles specified in the law for making a decision on the payment of dividends.

The General Meeting of Shareholders is not entitled to decide on the payment (announcement) of dividends:

1. Until full payment of the authorized capital of JSC.

2. Until the redemption of all shares, which must be redeemed at the request of shareholders in accordance with Art. 76 of the JSC Law.

3. If on the day the decision to pay (announce) dividends is made, the company meets the signs of insolvency (bankruptcy) in accordance with the legislation of the Russian Federation, or if the indicated signs appear in the company after the payment of dividends.

4. If on the day of the decision on the payment (declaration) of dividends, the value of the net assets of the JSC is less than its authorized capital, reserve fund and the excess of the liquidation value of the placed preferred shares over the nominal value determined by the charter or will become less than their size as a result of such a decision.

5. For ordinary and preference shares, the amount of dividends for which is not defined in the charter, unless a decision is made to pay the full amount of dividends (including those accumulated on cumulative preference shares) for all types of preference shares, the amount of dividends for which is determined by the charter of the company (including the results of the first quarter, six months, nine months of the reporting year).

6. For preference shares of a certain type, the amount of the dividend on which is determined by the charter, if a decision is not made to pay dividends in full (including those accumulated on cumulative preference shares) for all types of preference shares that provide priority in the order of receipt of dividends over preference shares of this type .

In addition, the company is not recommended to make a decision on the payment of dividends if this decision, which does not formally violate the restrictions established by law, is economically unjustified and its adoption may lead to the formation of false ideas about the company's activities (Clause 1.2.2, Chapter I, part " B "Code of Corporate Governance). Such decisions include declaring dividends on ordinary and (or) preferred shares (Clause 39, Chapter I, Part B of the Corporate Governance Code):

In case of insufficient profit for the reporting year or the amount of cash flow;

Failure investment program established by the financial and economic plan (budget) of the company;

Exceeding the target level of debt established by the financial and economic plan (budget) of the company.

It cannot be considered good corporate practice to decide to pay dividends on preferred shares in a limited financial opportunities companies in order to exclude the possibility for holders of preferred shares to participate in the general meeting with the right to vote on all issues (clause 52, chapter I, part "B" of the Corporate Governance Code).

It is recommended to prevent the occurrence of a situation where a decision on non-payment of dividends on preferred shares, if there are sufficient sources for their payment, is made in order to obtain the voting rights for the owners of these shares on all issues on the agenda of the general meeting (clause 50, chapter I, part "B" of the Code corporate governance).

The General Meeting has the right to decide on non-payment of dividends and in the absence of statutory restrictions, since making a decision on the payment (announcement) of dividends is a right, not an obligation of the company.

; The procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

Note!

In the absence of a decision on the payment (announcement) of dividends, the company is not entitled to pay them, and shareholders to demand payment.

On this issue, see: The procedure for resolving corporate disputes. Litigation Issues: Dividends

It should also be noted that the decision of the general meeting, which does not contain a direct indication of the payment of dividends, their amount, term and procedure for payment, is not the basis for the shareholders to have the right to demand the payment of dividends. For more details, see: Procedure for resolving corporate disputes. Litigation Issues: Dividends

2. Pay (declare) dividends.

The decision to pay dividends should allow the shareholder to obtain comprehensive information on the amount of dividends on shares of each category (type) (Clause 35, Chapter I, Part B of the Corporate Governance Code).

It should be taken into account that only the net profit of the company (profit after taxation), which is determined according to the accounting (financial) statements of the company, can be the source of payment of dividends.

Rules governing the procedure for determining the part of net profit allocated for the payment of dividends;

Conditions under which dividends are declared;

The procedure for calculating the amount of dividends on shares, the amount of dividends for which is not defined by the charter;

Minimum dividend per share different categories(type).

Dividends on preferred shares of certain types may be paid out of previously formed special funds (clause 2, article 42 of the JSC Law).

If a decision is made to pay (announce) dividends, the following conditions must be determined and reflected in the decision (clause 3, article 42 of the JSC Law).

1. The date on which the persons entitled to receive dividends are determined.

It should be noted that the decision regarding the establishment of the specified date is made only at the proposal of the board of directors (supervisory board) of the company (clause 3, article 42 of the JSC Law).

2. The amount of dividends for each category (type) of shares.

According to paragraph 2 of Art. 32 of the JSC Law, the charter of the company must determine the amount of the dividend and (or) the value paid upon liquidation of the company (liquidation value) on preferred shares of each type. The amount of the dividend may be determined in a firm sum of money, as a percentage of the nominal value of preferred shares, or the procedure for its determination may be established.

The amount of dividends determined by the general meeting cannot exceed that recommended by the Board of Directors (Supervisory Board) of the JSC (Clause 4, Article 42 of the JSC Law).

On the issue of determining the amount of dividends on preferred shares, see: Procedure for resolving corporate disputes. Litigation Issues: General Meeting of Shareholders

3. Form of payment of dividends.

By general rule dividends are paid in cash, but the charter of the company may provide for the payment of dividends in other property (clause 1, article 42 of the JSC Law).

It is recommended to pay dividends only in cash, since if they are paid with other property, the assessment of actually paid dividends becomes much more difficult, and the receipt of such dividends may involve additional obligations and costs for shareholders (Clause 37, Chapter I, Part "B" of the Code of Corporate management).

4. Deadline for payment of dividends for each category (type) of shares.

The term for payment of dividends to the nominal holder and trustee registered in the register of shareholders - a professional participant in the securities market 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 entitled to receive dividends are determined ( clause 6, article 42 of the JSC Law).

If the charter of the company provides for preferred shares of two or more types, for each of which the charter of the JSC determines the amount of dividends, the charter must also establish the order in which dividends are paid for each type of shares (clause 2, article 32 of the JSC Law).

5. The procedure for paying dividends (when paying dividends in monetary form).

If a decision is made to pay dividends, it is recommended to explain to shareholders how important it is to notify the company in a timely manner of changes in their data required for the payment of dividends (bank account details, postal address, etc.), and to warn about the consequences and risks associated with late notification companies on such changes (Clause 38, Chapter I, Part B of the Corporate Governance Code).

Note!

The company is not entitled to make a decision (announce) on the payment of dividends on ordinary and preferred shares, the amount of dividends for which is not defined by the charter, unless a decision is made to pay the full amount of dividends (including those accumulated on cumulative preferred shares) on all types of preferred shares , the amount of dividends for which is provided for by the charter (clause 2, article 43 of the JSC Law).

In addition, the company is not entitled to make a decision (announce) on the payment of dividends on preferred shares of a certain type, the amount of the dividend for which is provided for by the charter, unless a decision is made on the full payment of dividends (including accumulated on cumulative preferred shares) on all types of preferred shares , which provides an advantage in the order in which dividends are received over preferred shares of this type (clause 3, article 43 of the JSC Law).

Formulation of the decision on the issue of the agenda of the meeting on the payment (announcement) of dividends

The wording of the decision on the issue of the agenda on the payment (declaration) of dividends in the event of a decision on non-payment (non-announcement) of dividends may be as follows:

Considering financial position ____________ (firm name of the company), according to the recommendation of the board of directors of the company, dividends based on the results of ____________ (quarter, six months, nine months or year for which dividends are paid (declared)) should not be accrued, the profit should be used to fulfill the main goals of the company.

The wording of the decision on the issue of the agenda on the payment (declaration) of dividends in the event of a decision on the payment (declaration) of dividends may be as follows:

Formulation of the decision on the issue. According to the results financial activities ____________ (firm name of the company) for ____________ (quarter, six months, nine months or year for which profit is distributed) net profit was formed in the amount of __________ rubles.

Taking into account the financial position of ____________ (company's trade name), according to the recommendation of the company's board of directors, to pay dividends based on the results of ____________ (quarter, six months, nine months or year for which dividends are paid (declared)) in the form of _____ in the following amounts: ________________ (the amount of dividends for shares of each category (type)).

Dividends on the shares of the company to be paid from __ year to ___ year in next order: ______________________ (if dividends are paid in non-monetary form).

The date on which the persons entitled to receive dividends for ____________ are determined (quarter, half year, nine months or year for which dividends are paid (declared)), - Appendix N ___.

It should be noted that after the discussion of the last item on the agenda of the general meeting for which there is a quorum is completed, and until the moment when the persons who did not have time to vote are given time to vote, information on the number of votes must be brought to those present at the general meeting owned by persons who have registered and (or) participated in the general meeting by this moment (clause 4.16 of Regulation N 12-6 / pz-n).

3.5. Preparation of minutes and a report on the results of voting at an extraordinary general meeting of shareholders on the issue of payment (announcement) of dividends

The procedure for preparing the minutes and the report on the results of voting at an extraordinary general meeting of shareholders

It is similar to the procedure for preparing the minutes and the report on the results of voting at an extraordinary general meeting of shareholders.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 4, clause 4.5

3.6. Preparation of the minutes of the Extraordinary General Meeting of Shareholders on the issue of payment (announcement) of dividends

Procedure for preparing the minutes of the extraordinary general meeting of shareholders

Similar to the procedure for preparing the minutes of an extraordinary general meeting of shareholders.

For more details, see: Procedure for carrying out corporate procedures. Procedure for holding an extraordinary general meeting of shareholders, stage 4, clause 4.6

STAGE 4. PAYMENT OF DECLARED DIVIDENDS TO SHAREHOLDERS OF THE COMPANY

4.1. Payment of declared dividends to shareholders of the company

Main applicable standards:

Art. 42, paragraph 3 of Art. 43 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" (hereinafter - the Law on JSC);

Federal Law No. 415-FZ of December 7, 2011 "On Amendments to Certain legislative acts Russian Federation in connection with the adoption of the Federal Law "On the Central Depository" (hereinafter - Law N 415-FZ);

Clause 17 of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation of November 18, 2003 N 19 "On Certain Issues of the Application of the Federal Law "On Joint-Stock Companies".

The company is obliged to pay dividends declared on shares of each category (type), unless otherwise provided by the JSC Law (clause 1, article 42 of the JSC Law).

Deadline for payment of declared dividends to shareholders of the company

The term for payment of dividends to a nominal holder and a trustee who is a professional participant in the securities market, registered in the register of shareholders, should not exceed 10 working days, and to other persons registered in this register - 25 working days from the date on which the persons entitled to receive dividends (clause 6, article 42 of the JSC Law).

If the company's charter provides for preference shares of two or more types, for each of which the dividend amount is determined in the charter of the JSC, the charter must also establish the order in which dividends are paid for each of them (Clause 2, Article 32 of the JSC Law).

Procedure for payment of declared dividends to shareholders of the company

The payment of dividends in cash is made by the company or, on its behalf, by the registrar maintaining the register of shareholders of such JSC, or by a credit institution.

Dividends in cash are paid in the following ways (clause 8, article 42 of the JSC Law):

1) individuals whose rights to shares are recorded in the register of JSC shareholders:

By postal money transfer;

By transferring funds to their bank accounts (if there is a corresponding application);

2) to other persons whose rights to shares are recorded in the register of JSC shareholders:

By transferring funds to their bank accounts.

The obligation of the company to pay dividends to the said persons shall be deemed fulfilled from the date of receipt 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 such dividends is opened.

Persons who are entitled to receive dividends and whose rights to shares are accounted for by a nominal shareholder are paid dividends in cash in the manner prescribed by the legislation of the Russian Federation on securities. The nominal holder, to whom dividends were transferred and who did not fulfill the obligation to transfer them for reasons beyond his control, must return them to the company within 10 days after the expiration of one month from the date of expiration of the dividend payment period.

Note!

Dividends are paid to persons who were owners of the corresponding category (type) of shares or exercised rights under these shares in accordance with federal laws, at the end business day the date on which, by decision on the payment of dividends, the persons entitled to receive them are determined (clause 7, article 42 of the JSC Law).

Restrictions on the payment of declared dividends to shareholders of a company

According to paragraph 4 of Art. 43 of the JSC Law, a company is not entitled to pay declared dividends to shareholders in the following cases:

If on the day of payment the company meets the signs of insolvency (bankruptcy) in accordance with the legislation of the Russian Federation or if the indicated signs appear in the company after the payment of dividends;

The results of the financial and economic expertise appointed by the court are recognized as evidence of the insolvency of the company. For more details, see: Procedure for resolving corporate disputes. Litigation Issues: Dividends

If on the day of payment the value of the company's net assets is less than the amount of its authorized capital, reserve fund and the excess of the liquidation value of the outstanding preferred shares over the nominal value determined by the company's charter, or becomes less than the specified amount as a result of the payment of dividends;

In other cases provided for by federal laws.

On this issue, see: The procedure for resolving corporate disputes. Litigation Issues: Dividends

Note!

After solving these problems, the company is obliged to pay the declared dividends to the shareholders.

It should be noted that according to the materials of judicial practice, regulated by paragraph 1 of Art. 43 of the JSC Law, the right of shareholders to demand payment of dividends to them after improvement financial condition company arises in cases where dividends have been declared legally.

For more details, see the procedure for resolving corporate disputes. Litigation Issues: Dividends

Consequences of non-payment of declared dividends to shareholders of the company

If a person did not receive the declared dividends due to the fact that the company or the registrar did not have its accurate and necessary address data or bank details, or due to another delay of the creditor, he 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 is provided for by the charter of the JSC. At the same time, the period for filing a claim may not exceed five years from the date of the decision to pay dividends. When skipping this period it is not subject to recovery, except for the case if the person entitled to receive dividends did not file a claim under the influence of violence or threat (clause 9, article 42 of the JSC Law).

It should be noted that violation of the deadline for payment of declared dividends and (or) payment of them not in full is the basis for collecting interest from the company for the use of other people's funds for the period of delay. For more details, see: Procedure for resolving corporate disputes. Litigation Issues: Dividends

Upon the expiration of the period for presenting a claim for the payment of dividends, dividends declared and unclaimed by the shareholder are restored as part of the company's retained earnings, and the obligation to pay them is terminated (clause 9, article 42 of the JSC Law).

On the issue of bringing JSCs to administrative liability for violation of the deadline for paying declared dividends, see: Procedure for resolving corporate disputes. Dividends

At the same time, under certain conditions, a joint-stock company may be released from liability for late payment of declared dividends to a shareholder, see: Procedure for resolving corporate disputes. Litigation Issues: Dividends

If your business is successful, then sooner or later the question arises of how to use the profits. Profits can be distributed among the owners (shareholders or participants) or spent on business development. In the article, we consider the situation when the company pays dividends. Find out what it is and what is the procedure for obtaining such income.

Dividends are...

According to civil law the term "dividends" is used in relation to payments to shareholders. As you know, LLCs distribute net profit among their members. However, it follows from the wording of the Tax Code (Article 43) that dividends in 2019 are considered to be any income received by members of the company or shareholders when dividing the profits of the company. In an LLC, the profit is divided in proportion to the shares in the authorized capital, in a joint-stock company - according to the number and type of shares that are "in the hands" of their owners.

In both cases, the source of payment of income is the profit of the company after tax. Net profit is determined according to the data. The value of line 2400 in the Statement of Financial Performance contains information on the amount of profit to be distributed.

Funds specially created for this purpose can also serve as a source of payment of dividends. However, this is true only for certain types of preferred shares.

Retained earnings of previous periods can be spent on dividends if for the reporting year financial results negative (Letter of the Ministry of Finance of March 20, 2012 No. 03-03-06 / 1/133).

Also, the company may not reduce the retained earnings of the reporting year by the losses that were received in previous years.

Dividends 2019: types

Equity earnings can be classified as follows:

Types and classification of payments

The characteristic by which the classification is carried out	Kinds	A comment
share type	on preferred shares	guaranteed payments; are paid on a priority basis (relative to ordinary shares); calculated as a percentage of the par value of the share
share type	on ordinary shares	non-guaranteed payments; calculated as a percentage of net income per security (if there is no profit, there is no share income either)
income payment period	annual	once a year
	semi-annual	Twice a year
	quarterly	every 3 months
method of paying income	monetary	in cash
	property	fixed assets, materials
	financial assets	securities
by financial year stage	intermediate	before the end of the financial year
by financial year stage	final	after the close of the annual accounts
by the amount of payments	full	in full
by the amount of payments	partial	incomplete
by type of privilege	cumulative	accrued on an accrual basis; are paid with a delay for a number of years if the company did not pay dividends due to poor financial condition
	non-cumulative	in case of losses 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 the process of bankruptcy;
the amount of net assets cannot be less than the authorized capital of the company and the 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 on its balance sheet should not have shares or shares subject to redemption;
the cost of the share of former participants transferred to the company must be paid.

Failure to comply with at least one condition from the list makes the payment impossible.

Dividend decision

Typically, companies make a decision on the distribution of profits after they have been consolidated 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 to 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, according to 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 prescribed period (this is true for JSCs). There is no time limit 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 the profit based on the balance of the account. 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 has paid interim dividends, and at the end of the year there was a loss, the income paid must be reclassified into gratuitous payments (other income). Appropriate taxation applies to such amounts.

Terms of holding general meetings

Ltd	JSC
Annual meeting of members	* Annual Meeting of Shareholders (AGMS)
from 01.03 to 30.04	from 01.03 to 30.06

* The amount of the dividend cannot exceed the amount recommended by the Board of Directors

Dividend cutoff

As you know, the registration of the owners of JSC shares takes place in the register of shareholders. The register is a database of information about shareholders. It contains information about the number and type of shares owned by each shareholder (legal entity or individual) and data about the shareholder himself. The register is maintained by a professional registrar (register holder) with whom the company has concluded an appropriate 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. AOs set the closing date of the register at the time of the Decision on payment. Therefore, the closing of the register or the dividend cutoff is the date on which the recipients of income are determined.

Distribution of dividends

When the company's net income is determined, the dividend per share or share can be calculated. According to the Tax Code, the profit is distributed among the participants in proportion to the shares in the UK. There are times 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 impose higher rates on it.

A joint-stock company can charge disproportionate payments. This applies to preferred shares (see paragraph 2 of Article 32 of the JSC Law).

Terms of payment of dividends

tax on dividends

tax rate	Type of tax	Income recipients
13%	Personal Income Tax	Physicist - resident (clause 4 of article 224 of the Tax Code of the Russian Federation)
15%	Personal Income Tax	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 for at least a year continuously held a share of 50% or more in the charter capital of the company paying dividends (clause 1, clause 3, article 284 of the Tax Code of the Russian Federation)
0%		Legal entities - foreign companies who have continuously held a stake of at least 15% in the charter capital of the company paying income for at least a year (clause 1.1 clause 3 article 284 of the Tax Code of the Russian Federation). At the same time, the source of payment should not be included in the list of offshore zones of the Ministry of Finance

Recall 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 a dividend payment if they do not see tax payments.

AOs are required to do tax payment not later than one month from the date on which the dividends were paid.

Russian joint-stock companies, as a rule, do not consider the payment of dividends a priority. However, practice shows that investors do not want to receive income 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 limited liability companies, the number of participants is small and the distribution of profits is made among 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 listed on stock exchange, then the payment of dividends is indispensable. And in order to competently pay dividends to the owners of a controlling stake, it is necessary to know very well the procedures for making decisions on these issues. Otherwise, they can get bogged down in lengthy litigation with disgruntled shareholders.

Form and term of payment

The meeting of shareholders decides on the payment (declaration) of dividends based on the results of the first quarter, six months, 9 months and the financial year (clause 1, 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 amount, as well as the term and procedure for this payment.

Dividends can be paid in cash or other property. For example, the shares that the company has on its balance sheet. These can be securities of both the organization itself and third-party companies. Much less often, a company pays dividends in goods. In order for the company to pay dividends in different ways, the company's charter must include a provision on the variable form of their payment. If the charter does not contain this provision, the company can pay dividends only in cash (clause 1, paragraph 2, article 42 of the Law).

The period for paying dividends must also be specified in the articles of association. It can also be set by the shareholders at the meeting. And if this period has not been prescribed, the company must pay dividends within 60 days from the moment the shareholders make the appropriate decision. Theoretically, you can set any deadline for the payment of dividends - for example, December 31 current year(Clause 4, Article 42 of the Law, Articles 190, 192 of the Civil Code of the Russian Federation). Therefore, it is beneficial for the company to prescribe in the charter a norm that allows them to be paid throughout the year until December 31.

If the company is late with the payment of 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 single discount rate Central Bank RF on the day of execution monetary obligation(Resolution of the Plenum of the 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 had to pay dividends to a shareholder in the amount of 1,000 rubles by September 30th. But in fact, they paid them on December 30th. The single rate of the Central Bank as of December 31 was 20 percent per annum. The delay was 91 days. In this case, the company, in addition to 1,000 rubles, 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 may apply to the court for compensation for lost profits. In this case, a single rate of the Central Bank is taken either on the date of filing a claim, or on the day the decision is made (clause 1 of article 395 of the Civil Code of the Russian Federation). The date is 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 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 is not entitled 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 have been infringed, the court will definitely take the side of the owners of the shares who have been discriminated against. Let's take an example. Some organization decided to pay dividends with shares of another company in the ratio: 1 own share= 1.5 foreign shares plus financial compensation. As a result, it turned out that the owners of an odd number of shares were infringed in their rights, receiving dividends without a fractional share. Instead, these shareholders were paid money. The court ruled that it is possible to issue fractional shares, because the payment of compensation leads to discrimination of shareholders (FAS ruling 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, article 42 of the Law). Each shareholder must indicate in his questionnaire the most preferable method of receiving dividends (Regulation "On maintaining the register of registered securities holders", 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 chose cash, the issuer is obliged to send them by postal order. In this case, the postage costs must be borne by the company. By the way, the company has the right to pay dividends through the cash desk of the enterprise. But for this it is necessary that such a payment procedure be established by the charter or determined by the meeting of shareholders.

Amount due

Dividends cannot exceed those recommended by the Board of Directors (clause 3, article 42 of the Law). This means that if the shareholders, in preparation for the meeting, offered a larger amount of dividends than the Board of Directors, then these proposals will not be included in the voting ballots by the Board of Directors.

The meeting of shareholders determines the amount of the dividend as a fraction 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 the shareholder will receive 50 rubles for each security. Or the meeting may set the dividend as a fixed amount per share. For example, 10 rubles for each security.

Sources of dividend payment

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, article 42 of the Law). In addition, special funds can be set up for preferred share payments.

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 to dividends, deduct to funds (reserve, corporatization, preference shares). In addition, the company can pay remuneration to members of the Board of Directors and Audit Commission 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 the distribution of profits. The accountant of the company takes into account the funds spent for these purposes on account 84 "Retained earnings (uncovered loss)".

used by the organization as financial support production development and other similar measures for the acquisition (creation) of new property;
and not yet used (letter dated October 26, 2005 No. 07-05-06/280).

The method of accounting proposed by the Ministry of Finance will allow the company to correctly inform the owners at the meeting. Minority shareholders will be bewildered if they see a huge amount of retained earnings in the materials for the meeting. They will want to receive dividends from these profits without realizing that they are capitalized. Refusal will cause their dissatisfaction, which can be exploited by competitors. For example, to conduct corporate wars by organizing lawsuits against society on behalf of small owners.

Right or duty

Thus, from all of the above, it is clear that the legislator adheres to the principle that the payment of dividends is a right, and not an obligation, of the meeting of shareholders.

However, there is a lot of litigation when the owners of preferred shares demand the payment of dividends.

This is largely historically due to the fact that during the corporatization of enterprises in 1992, the legislator approved a model 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 provision ceased to be valid.

However, everything can change. Currently in the Ministry economic development and trade, a draft law is being prepared, in which there is a rule on the mandatory payment of dividends in the presence of profit. But even if the new bill does pass, it will not help shareholders receive dividends. After all, profits are easy enough to hide, and therefore it is more expedient to allow owners to demand that the company buy back shares in case of non-payment of dividends. For example, by analogy with the established procedure for cases of reorganization of a company or conclusion big deal(Article 75 of the Law).

Who benefits from paying dividends

Igor Zhukov, financial director of OJSC Khlebny Dom

It is impossible to unequivocally answer the question of whether dividend payments are beneficial. 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 firm work in it as employees, dividends will help to minimize taxes. After all, if the owners receive them instead of a salary, then the company will save on the UST, and the owners will pay less tax on income (9% instead of 13%).

But for firms that are actively developing, but have not yet gone through an IPO, it is unprofitable to pay dividends. They need funds for investment, and conquer stock market nothing so far.

1. 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, the company is entitled to make decisions (announce) on the payment of dividends on outstanding shares, unless otherwise provided by this Federal Law. The decision on the payment (declaration) of dividends based on the results of the first quarter, six months and nine months of the reporting year may be taken within three months after the end of the relevant period.

(As amended by the Federal Laws of October 31, 2002 N 134-FZ, of 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 cash, and in cases provided for by the charter of the company, in other property.

2. The source of payment of dividends is the profit of the company after taxation (net profit of the company). The net profit of the company is determined according to the accounting (financial) statements of the company. Dividends on preferred shares of certain types may also be paid out of the special funds of the company previously formed for these purposes.

(as amended by Federal Laws No. 17-FZ of April 6, 2004, No. 210-FZ of June 29, 2015)

3. The decision on the payment (declaration) of dividends is made by the general meeting of shareholders. The above decision must determine the amount of dividends on shares of each category (type), the form of their payment, the procedure for payment of dividends in non-cash 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 the persons entitled to receive dividends are determined is made only at the proposal of the board of directors (supervisory board) of the company.

4. The amount of dividends cannot exceed 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 term for payment of dividends to a nominal holder and a trustee who is a professional participant in the securities market, which are registered in the register of shareholders, should not exceed 10 business days, and to other persons registered in the register of shareholders - 25 business days from the date on which persons who have the right to receive dividends.

7. Dividends are paid to persons who were owners of shares of the relevant category (type) or persons exercising rights under these shares in accordance with federal laws, at the end of the business day of the date on which, in accordance with the decision to pay dividends, persons entitled to receiving them.

8. The payment of dividends in cash shall be carried out in a non-cash form by the company or, on its behalf, by the registrar maintaining the register of shareholders of such a company, or by a credit institution.

The 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, the 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 otherwise persons whose rights to shares are recorded in the register of shareholders of the company, by transferring funds to their bank accounts. The obligation of the company to pay dividends to such persons shall be deemed fulfilled from the date of receipt 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 organization, - at her expense.

(as amended by Federal Law No. 210-FZ of June 29, 2015)

Persons who are entitled to receive dividends and whose rights to shares are accounted for by a nominal shareholder receive cash dividends in accordance with the procedure established by the legislation of the Russian Federation on securities. A nominal holder to whom dividends were transferred and who failed to 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 expiration date of the dividend payment period.

9. A person who has not received declared dividends due to the fact that the company or the registrar does not have accurate and necessary address data or bank details, or due to another delay of 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 the said claim is established by the charter of the company. If such a period is established in the company's charter, such period may not exceed five years from the date of the decision to pay dividends. The deadline for filing a claim for the payment of unclaimed dividends, if it is missed, is not subject to restoration, unless the person entitled to receive dividends did not file this claim under the influence of violence or threat.

Upon the expiration of such a period, declared and unclaimed dividends are restored as part of the company's retained earnings, and the obligation to pay them is terminated.

Legal advice under Art. 42 of the Law on Joint Stock Companies

Galina Romanova

Salary task!! Help!!. General manager joint-stock company for the second and third quarters of 2002, the driver Kuprienko was deprived of dividends on the shares of the joint-stock company he owned for absence (absenteeism) from the workplace throughout the day without good reason. The general director motivated his decision by the fact that amendments were made to the charter of the joint-stock company on the deprivation of dividends for absenteeism. Are the actions of Gen. directors and changes made to the charter of the company?

Lawyer's response:
More recently, in Letter No. 03-03-06/1/133 dated March 20, 2012, the Russian Ministry of Finance came to the following conclusion: accrual and payment of dividends from retained earnings of previous years is possible. But only on the condition that cash, due to which the payment of dividends is planned, were not directed 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 out of 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 restriction is the following:
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 is established both in relation to LLCs and JSCs (Article 29 of the Federal Law of February 8, 1998 N 14-FZ, clause 1 of Article 43 of the Federal Law of December 26, 1995 N 208-FZ).

Leonid Novoderezhkin

Task. A group of shareholders of JSC "Korund" invited a lawyer to its extraordinary general meeting to resolve a number of problems that have arisen. The meeting was attended by 240 shareholders holding a total of 75.5% of voting shares. The chairman announced that the largest shareholder, MST LLC, which owns 23.5% of shares, was not invited to the meeting, since it is pursuing 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 - was collected, the general meeting began to work. The Chairman proposed to supplement the agenda with the issue of reorganization of JSC "Korund", which was unanimously supported by the shareholders. In his speech, the chairman of the meeting stated that LLC MST, taking advantage of the contradictions among the small shareholders of the joint-stock company, constantly plunges it into dubious commercial projects. So, at the last annual meeting of shareholders, LLC "MST" achieved the inclusion in the work plan of the joint-stock company of a project that caused huge losses to the joint-stock company. 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, at least, a company dependent on Atoll LLC. The last 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 dependent companies and suggest ways to protect the interests of small shareholders. Explain the order in which the preparation and convening of the meeting of shareholders should be carried out and what consequences may occur if this order is violated.

Lawyer's response:
The reorganization of a JSC into a subsidiary is this moment the most relevant, since it has a predominant number of voting shares (75% of voting shares - was collected) and on the basis of Clause 2 of Art. 6 of the JSC Law, art. 105 of the Civil Code of the Russian Federation. May be transformed into a subsidiary. In the event of separation from a legal entity of one or more legal entities rights and obligations 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. is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. In the event of economic insolvency (bankruptcy) of the subsidiary through the fault of the main o. the main one bears subsidiary liability for its debts, the shareholders of the subsidiary o. have the right to demand compensation from the main o. for losses caused through its fault to the subsidiary o., unless otherwise provided by the legislation on business companies The legislation provides for ways to protect SMALL shareholders, but in practice they are not always effective and satisfy the true interests of these persons. Code of the Russian Federation, Clause 3, Article 11 of the Law "On Joint Stock Companies"); the election of members of the Board of Directors (Supervisory Board) using the cumulative voting mechanism, which makes it possible to achieve the election of candidates nominated by minority shareholders to the Board of Directors, is currently mandatory in any a joint-stock company, regardless of the number of shareholders; granting minority shareholders the right of veto as a result of establishing the requirements for a qualified majority of votes when making decisions on the most important issues of the joint-stock company's activities (clause 4, article 49 of the Law); setting limits on 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 their personal interest, objectively contrary to the interest of the company as a whole (conflict of interest). Also, this small group of shareholders is endowed with special rights, such as: the right of a shareholder to demand the redemption by the company of all or part of his shares (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 Certain Issues of Application of the Federal Law "On Joint Stock Companies", in case of refusal or evasion of the repurchase of shares in cases, in the manner and within the time limits. Articles 75 and 76 of the Law, the shareholder has the right to apply to the court with a demand on the obligation of the company to redeem the shares - Bulletin of the Supreme Arbitration Court of the Russian Federation 2004.N1.C.9 - 31. SPS "ConsultantPlus". The right of a shareholder to sell his shares to a person who has acquired 30 or more percent of the placed ordinary shares of a company with a number of shareholders - owners more than 1,000 ordinary shares; within 30 days from the date of acquisition, this person is obliged to offer all shareholders to sell him or her ordinary shares of the company and equity securities convertible into ordinary shares at a market price, but not lower than their weighted average price for the six months preceding date of acquisition. In this case, minority shareholders have the right to sell their shares at the market price and withdraw from the company, where real opportunities management are in the hands of one person or a group of persons. In addition to the methods of protection provided for in the legislation, it is necessary to apply the following human rights measures: 1. it is necessary to coordinate their positions, unite votes on shares; further participation in the activities of the joint-stock company, if the market value is underestimated during the buyout of shares, or if they prove that the majority shareholder before the buyout made a deal to acquire them at an inflated price.

See the law on joint-stock companies article 42. Procedure for payment of dividends by the company))) http://bcs-express.ru/dividednyj-calendar