JSC paid dividends: we fill in the declaration. The procedure for distribution and payment of dividends Decision of the joint-stock company on the payment of dividends

If personal accounts of shareholders are opened in the register of shareholders, JSC acts as a tax agent. It fills out an income tax return not only when paying dividends, not only to legal entities, but also to individuals.

In accordance with the provisions of Art. 42 of the JSC Law, 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, make decisions (announce) on the payment of dividends on outstanding shares, unless otherwise provided by the said law. This decision is made by the general meeting of shareholders. It should reflect the amount of dividends on shares of each category (type), the form of their payment, the procedure for paying dividends in monetary form, the date on which the persons entitled to receive dividends are determined.

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.

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 the adoption of such a decision.

If personal accounts of shareholders are opened in the register of shareholders, they receive dividends not through the depositary, but directly from the JSC, which acts as a tax agent. In this case, the JSC accountants face the question of calculating and paying in personal income tax budget and income tax on the amount of dividends paid. As a rule, this is not an easy task, because often the composition of the founders is heterogeneous: there are individuals, legal entities, "foreigners", and municipalities.

In this article, we will talk about the features of taxation when paying dividends and filling out an income tax return.

JSC pays dividends to Russian recipients.

When paying dividends Russian organizations and individuals- for residents of the Russian Federation, the calculation of the amount of tax to be withheld from income is made according to the following formula (clause 5, article 275 of the Tax Code of the Russian Federation):

H \u003d K x Sn x (D1 - D2), where:

H - the amount of tax to be withheld;

K - the ratio of the amount of dividends to be distributed in favor of the taxpayer - the recipient of dividends, to the total amount of dividends to be distributed by the Russian organization;

When paying dividends, JSCs calculate and withhold personal income tax on the date of payment of such income. Tax amounts are payable no later than one month from the date of payment of funds (clauses 7 and 9 of article 226.1 of the Tax Code of the Russian Federation, Letter of the Ministry of Finance of Russia dated 05.09.2014 No. 03-04-06 / 44588).

Information on the payment of dividends to its shareholders and the withheld amounts of personal income tax joint-stock company by virtue of paragraph 4 of Art. 230 of the Tax Code of the Russian Federation is reflected in Appendix 2 to the annual income tax return and submitted no later than March 28 of the year following the year of payment of dividends (see clause 1.8 of the Procedure for filling out the declaration). Appendix 2 is completed for each individual recipient of dividends.

When paying dividends to individuals, JSCs do not need to submit 2-NDFL certificates to the IFTS (only LLCs provide them). An organization can issue such a certificate to an individual at his request on the basis of clause 3 of Art. 230 of the Tax Code of the Russian Federation (Letter of the Federal Tax Service of Russia dated 02.02.2015 No. BS-4-11 / [email protected] together with the Letter of the Ministry of Finance of Russia dated January 29, 2015 No. 03-04-07 / 3263).

If a JSC pays dividends only to individuals, it does not need to complete sheet 03 and subsection 1.3 of section 1.

The organization should make every possible effort to identify the taxpayers who have received income from it. If there is obviously outdated information, she may request necessary information from an individual taxpayer (Letter of the Federal Tax Service of Russia dated August 12, 2016 No. GD-4-11 / [email protected]).

Income not received by an individual in the form of dividends, sent to him by postal order, returned later to the tax agent, are not subject to inclusion in the specified information in Appendix 2 to tax return(Letter of the Federal Tax Service of Russia dated July 6, 2016 No. BS-4-11 / [email protected]).

personal income tax rate with respect to dividend income from equity participation in the activities of Russian organizations when paid to individuals - residents of the Russian Federation is 13% (clause 1 of article 224 of the Tax Code of the Russian Federation).

By virtue of paragraph 2, 3 of Art. 210 of the Tax Code of the Russian Federation, income in the form of dividends cannot be reduced by the amount of tax deductions provided for in Art. 218 - 221 of the Tax Code of the Russian Federation (Letter of the Federal Tax Service of Russia dated 06.23.2016 No. OA-3-17 / [email protected]).

note

Starting from January 1, 2016, both LLCs and JSCs (recognized as tax agents under Article 226 and Clause 2 of Article 226.1 of the Tax Code of the Russian Federation, respectively) are required to quarterly submit to the tax authorities at their place of registration a calculation in the form 6-NDFL.

If, for example, an organization pays dividends to individuals only in the second quarter, Form 6-NDFL is submitted for six months, nine months and a year of the corresponding tax period. In the absence of payments in the III and IV quarters, the tax agent fills out only section 1 of the 6-NDFL form for nine months and a year, section 2 in this case is not filled out (Letter of the Federal Tax Service of Russia dated March 23, 2016 No. BS-4-11 / [email protected]).

JSC pays dividends to "foreigners".

Dividend recipient is a foreign company

According to paragraph 6 of Art. 275 of the Tax Code of the Russian Federation, if an organization recognized in accordance with the Tax Code of the Russian Federation as a tax agent pays income in the form of dividends foreign company, the tax base of the recipient of dividends for each such payment is determined as the amount of dividends paid (D) and the tax rate (Sn) established by paragraphs. 3 p. 3 art. 284 of the Tax Code of the Russian Federation, equal to 15% (unless other tax rates are provided for by an international treaty of the Russian Federation regulating taxation issues). That is, H \u003d D x Sn.

note

From 01.01.2016, this rule was supplemented with a new paragraph: if the recipients of income in the form of dividends paid to a foreign organization acting in the interests of third parties are individuals and (or) organizations recognized as tax residents RF, the amount of tax withheld from the amount of such dividends is determined on the basis of paragraph 5 of Art. 275 of the Tax Code of the Russian Federation. That is, according to a formula that takes into account dividends received by the source of payment itself.

So, by general rule the tax rate is 15%. If he is a resident of a state with which he Russian Federation an international agreement on the avoidance of double taxation has been concluded, the norms of the relevant international agreement are subject to application. That is, if the agreement provides for a reduced tax rate, this rate should be used, and if it is established that this type of income is not taxed in the territory of the Russian Federation, the organization does not have an obligation to withhold tax (letters of the Ministry of Finance of Russia dated 08.08.2013 No. 03-08 -05/32158, dated 08.10.2012 No. 03-08-05, dated 02.08.2012 No. 03-08-05, dated 07.20.2012 No. 03-08-13, dated 08.06.2007 No. 03-08-05 and the Federal Tax Service Russia dated 11.11.2011 No. ED-4-3/ [email protected]).

note

The amount of withheld tax is transferred to the budget by the tax agent who made the payment no later than the day following the day of payment (clauses 2, 4 of article 287 of the Tax Code of the Russian Federation).

If the recipient of dividends is a foreign company, then only the amount of accrued dividends is reflected in the income tax return, and the amount of calculated and withheld tax is given in the calculation of the amounts paid foreign organizations income and withholding taxes. The specified calculation is submitted to the IFTS no later than 28 calendar days from the end of the corresponding reporting period (clause 4, article 310 of the Tax Code of the Russian Federation).

The recipient of dividends is an individual (non-resident of the Russian Federation)

According to paragraph 6 of Art. 275 of the Tax Code of the Russian Federation, if an organization recognized in accordance with the Tax Code of the Russian Federation as a tax agent pays income in the form of dividends to an individual - a non-resident of the Russian Federation, the tax base of the taxpayer - the recipient of dividends for each such payment is determined as the amount of dividends paid and the tax rate established by paragraph 3 of Art. 224 of the Tax Code of the Russian Federation, equal to 15% (clause 6 of article 275 of the Tax Code of the Russian Federation).

When paying dividends to foreign individuals, the JSC fills out Appendix 2 to the income tax return and Form 6-NDFL.

How to fill out income tax return.

Example

Shares of ABC JSC are distributed among shareholders as follows:

• LLC "Omega" owns 51% of the shares (holding period - more than 365 days);
• LLC "Gamma" - 7% of the shares;
• foreign company (resident of a country with which the Russian Federation does not have an international agreement on the avoidance of double taxation) - 3%;
• municipality - 4%;
• Sidorov K.K. - a citizen of the Russian Federation - 15% of the shares.

The listed shareholders have personal accounts opened in the register of shareholders.

In addition, 20% of the shares belong to the shareholders whose shares are accounted for on the personal account of the depositary - nominee holder.

On November 3, 2016, it was decided to pay dividends in the amount of 6,000,000 rubles based on the results of work for the nine months of 2016.

On 11/09/2016, JSC paid dividends to all members of the company in proportion to their share in the authorized capital, and also transferred 1,200,000 rubles to the depository. (6,000,000 rubles x 20%) to pay dividends to shareholders who receive dividends through the depository.

JSC, being a member of other organizations, itself received dividends from Russian organizations (after withholding from them the corresponding amounts of tax by tax agents under the legislation of the Russian Federation), which were not previously taken into account when determining the tax base for income in the form of dividends: 05/12/2016 - 2,400,000 rub.; 05/15/2015 - 810,000 rubles. (In the latter case, there were conditions for the application of paragraph 1 of paragraph 3 of Article 284 of the Tax Code of the Russian Federation, so dividends were taxed at a rate of 0%.)

In the previous reporting periods of 2016, no dividends were distributed, and the amount of income tax on income in the form of dividends was not calculated.

We will determine the amount of dividends due to shareholders, and the amount of income tax and personal income tax to be withheld.

total amount dividends to be distributed by a Russian organization in favor of all recipients (corresponds to indicator D1) is equal to 6,000,000 rubles. Shareholders are entitled to:

• Omega LLC - 3,060,000 rubles. (6,000,000 rubles x 51%);
• Gamma LLC - 420,000 rubles. (6,000,000 rubles x 7%);
• foreign company - 180,000 rubles. (6,000,000 rubles x 3%);
• municipal formation - 240,000 rubles. (6,000,000 rubles x 4%);
• a citizen of the Russian Federation - 900,000 rubles. (6,000,000 rubles x 15%).

In relation to a foreign company, ABC JSC must calculate and transfer to the budget the amount of tax on income in the form of dividends based on the rate established by paragraphs. 3 p. 3 art. 284 of the Tax Code of the Russian Federation. The tax amount will be 27,000 rubles. (180,000 rubles x 15%).

Municipality, which owns the shares of ABC JSC, is not a payer of income tax, therefore, it is paid dividends in full.

For other shareholders, income tax and personal income tax are calculated as follows.

Coefficient K (the ratio of the amount of dividends to be distributed in favor of the taxpayer - the recipient of dividends, to the total amount of dividends to be distributed by the tax agent) will be:

• for Omega LLC - 0.51 (3,060,000 rubles / 6,000,000 rubles);
• for Gamma LLC - 0.07 (420,000 rubles / 6,000,000 rubles);
• for Sidorov K.K. - 0.15 (900,000 rubles / 6,000,000 rubles).

The amount of dividends received by the organization in the current and previous tax periods is 3,210,000 rubles. (2,400,000 + 810,000). The amount of dividends received (excluding those taxed at a rate of 0%) is 2,400,000 rubles. and corresponds to the indicator D2.

The difference between indicators D1 and D2 is 3,600,000 rubles. (6,000,000 - 2,400,000).

The amount of dividends to be calculated:

• income tax from Omega LLC is 1,836,000 rubles. (0.51 x 3,600,000 rubles); from Gamma LLC - 252,000 rubles. (0.07 x 3,600,000 rubles);
• Personal income tax from Sidorov K.K. - 540,000 rubles. (0.15 x 3,600,000 rubles).

The amount of income tax withheld when paying dividends:

• LLC "Omega" amounted to 0 rubles. (1,836,000 rubles x 0%);
• from Gamma LLC - 32,760 rubles. (252,000 rubles x 13%).

Amount of personal income tax, retained in the payment of dividends to Sidorov K. K., amounted to 70,200 rubles. (540,000 rubles x 13%).

The following sections will be completed in the income tax return.

• category of tax agent - 1 (organization distributing profits);
• type of dividends – 1 (interim dividends);
• tax (reporting) period (code) - 33 (nine months). This reflects the code of the period for which the distribution of dividends is carried out;
• reporting year - 2016.

* The amount of accrued dividends payable only to those shareholders in relation to whom the organization acts as a tax agent is 4,800,000 rubles. (6,000,000 - 1,200,000). The indicator for line 010 is equal to the sum of the indicators for lines 020, 030, 040, 050 and 060.

** Note that the current income tax return form did not take into account the change in the tax rate on dividends since 2015 (from 9 to 13%). In this regard, the amounts of dividends, on which the tax is calculated at the rate of 13%, are reflected in lines 023 and 091, respectively (Letter of the Federal Tax Service of Russia dated February 26, 2015 No. GD-4-3 / [email protected]).

Please note that the website http://regulation.gov.ru/projects#npa=48655 has published a draft income tax return, which takes into account the change in rates for lines 022 and 091. Fundamental changes to those sheets of the declaration that reflect calculation of income tax when paying dividends, the project does not contain.

*** Line 040 shows the amount of dividends accrued to the foreign company. The amount of tax in the amount of 27,000 rubles. not reflected in corporate income tax returns. It will be taken into account when filling out the calculation form on the amounts of income paid to foreign organizations and taxes withheld.

Section B of sheet 03 of the income tax return. For Russian organizations - Omega LLC and Gamma LLC, which are taxed at tax rates of 0 and 13%, respectively, the breakdown of the amount of dividends (interest) paid is given for each recipient of income according to the register, indicating the full name of the recipient, TIN, KPP , location (address) of the recipient with a reflection of the code of the subject of the Russian Federation, full name of the head of the taxpayer organization, contact phone date of payment of dividends, the amount of dividends (without reduction by the amount of tax withheld), the amount of tax.

• payment deadline in accordance with paragraph 4 of Art. 287 of the Tax Code of the Russian Federation (no later than the day following the day of payment) - 11/10/2016;
• the amount of tax payable and indicated in line 120 of section A of sheet 03 is 32,760 rubles.

When dividends are paid partially (in several stages), the amount of tax payable within the specified time periods is reflected in separate lines 040.

Annex 2 to the income tax return. This appendix provides information on the income of an individual when making payments on securities of Russian issuers.

Appendix 2 is filled out only by JSCs when paying dividends to individuals and only in the declaration for the tax period. Information is submitted by tax agents for each individual who received income from this tax agent.

Information on the income of an individual who was recalculated by a tax agent for personal income tax for the previous tax periods in connection with the clarification of its tax obligations, are issued in the form new help.

If only certificates are specified (corrected), the organization submits to tax authority title page and appendix 2 indicating in title page according to the requisite "at the location (accounting)" of code 235.

In the case of submission of updated information, Appendix 2 includes only those certificates of income of individuals for which the update has been made.

Line 040. Income code - 1010 "Dividends".

Line 041. The amount of income (without deductions) for the specified income code - 900,000 rubles.

Lines 040 and 041 are filled in in all applications 2, but lines 042 and 043 - only if deductions are applied when calculating personal income tax from dividends. This happens if the JSC itself received dividends.

The amount of dividends used for personal income tax calculations, for Sidorov K. K. amounted to 540,000 rubles. So, the amount of the deduction is 360,000 rubles. (900,000 - 540,000).

Line 042. Deduction code - 601 "The amount that reduces the tax base on income in the form of dividends."

Line 043. The amount of tax deductions is 360,000 rubles.

Lines 051 and 052. Not filled in, since in relation to income from equity participation tax deductions provided for in Art. 218 - 221 of the Tax Code of the Russian Federation, do not apply (clause 3 of article 210 of the Tax Code of the Russian Federation).

Line 010. tax rate – 13%.

Line 020. The total amount of income (equal to line 041) - 900,000 rubles.

Line 021. The total amount of deductions (equal to line 043) - 360,000 rubles.

Line 022. The tax base- 540,000 rubles. (900,000 - 360,000).

Line 030. The amount of personal income tax calculated from dividends - 70,200 rubles. (540,000 rubles x 13%).

Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies”.

The form of the declaration and the procedure for filling it out are approved by Order of the Federal Tax Service of Russia dated November 26, 2014 No. ММВ-7-3 / [email protected]

Note that LLC is recognized as a tax agent in accordance with Art. 226 of the Tax Code of the Russian Federation.

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 corresponding category (type) or persons exercising rights under these shares in accordance with federal laws, at the end business day the date on which, in accordance with the decision on the payment of dividends, the persons entitled to receive them are determined.

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.

(in ed. federal law dated 06/29/2015 N 210-FZ)

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 in connection with another delay of the creditor, is entitled to file a claim 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 expiry of such period, declared and unclaimed dividends are restored as part of retained earnings society, and the obligation to pay them ceases.

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. Your decision general manager motivated by the fact that the charter of the joint-stock company was amended to forfeit 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: the 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, equity 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 its value net assets less authorized capital or 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 to its emergency general meeting lawyer 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 affiliates, 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 on subsidiaries and affiliates, D. the company is not liable for the debts of the parent company. answers in solidarity with subsidiary company on 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 1000 ordinary shares; this person is obliged, within 30 days from the date of acquisition, to offer all shareholders to sell to him their ordinary shares companies and equity securities convertible into ordinary shares at a market price, but not lower than their weighted average price for the six months preceding the acquisition date. In this case, minority shareholders have the right to sell their shares at a market price and withdraw from the company, where real management opportunities 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; the impossibility of further participation in the activities of the joint-stock company, if the market price 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

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.

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.

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 institution - to its account.

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.

I, as a shareholder of a JSC, have never received dividends. How do I know if it's legal?

Both shareholders - owners of ordinary shares and shareholders - owners of preferred shares are entitled to receive dividends (as a rule, part of the net profit of a joint-stock company), which is established by Art. Art. 31, 32 of the Federal Law "On Joint Stock Companies". However, this does not at all mean the unconditional obligation of the joint-stock company to pay dividends.

In the case under consideration, first of all, it is necessary to find out whether the decision to pay dividends was made by the joint-stock company. This is essential, since, in accordance with Art. 42 of the Federal Law "On Joint Stock Companies", the decision to pay dividends on outstanding shares is the right of the company, and the payment of dividends declared on these shares is its responsibility.

The adoption of a decision on the payment of annual dividends, the amount of the annual dividend and the form of its payment (in cash or other property) on shares of each category (type) falls within the competence of the general meeting of shareholders. At the same time, the amount of annual dividends cannot be more than recommended by the board of directors (supervisory board) of the company.

The decision to pay (announce) dividends may be made by the joint-stock company based on the results of the first quarter, six months, nine months of the financial year and (or) the results of the financial year. The decision on the payment (declaration) of dividends based on the results of the first quarter, six months and nine months of the financial year may be taken within three months after the end of the relevant period.

In some cases, a joint-stock company is not entitled to decide on the payment of shares. In particular, art. 43 of the Federal Law "On Joint Stock Companies" prohibits such a decision:

until full payment of the entire authorized capital of the company;

until the repurchase of all shares, which must be repurchased by the company without fail at the request of the shareholder;

if, as of the day such a decision is made, the company meets the signs of insolvency (bankruptcy) or if the indicated signs appear in the company as a result of the payment of dividends;

if on the day such a decision is made, the value of the net assets of the company is less than its authorized capital and reserve fund, and the excess of the liquidation value of the placed preferred shares over the nominal value determined by the charter, or becomes less than their size as a result of such a decision.

A joint-stock company is also not entitled to make a decision (announce) on the payment of dividends on ordinary shares, as well as on preference shares, the amount of dividends on which is not determined by the charter, unless a decision is made to pay dividends on preference shares in full, the amount of dividends on which is determined the charter of the society.

Moreover, a joint-stock company is not entitled to make a decision (announce) on the payment of dividends on preferred shares of a certain type, unless a decision has been made on the full payment of dividends on all other types of preferred shares that provide priority in the order of receiving dividends over preferred shares of this type.

It should be noted that the general meeting of shareholders of the company has the right to decide not to pay dividends at all, for example, due to the lack of net profit from the joint-stock company based on the results of its activities.

Dividends, the decision on the payment (announcement) of which is adopted by the general meeting of shareholders, are subject to payment within the period determined by the charter of the company or by the decision of the general meeting of shareholders. If the charter does not define such a period, it should not exceed 60 days, including when it is established by a decision of the general meeting.

You can get information about the decisions made on the payment of dividends from the joint-stock company itself. By virtue of Art. Art. 91, 89 of the Federal Law "On Joint Stock Companies", the minutes of general meetings of shareholders must be provided by the joint-stock company to the shareholder for familiarization within seven days from the date the shareholder submits a request for familiarization in the premises of the executive body.

If you find that the decision on the payment (announcement) of dividends has been made by the general meeting of shareholders, but the dividends themselves have not been paid, feel free to apply to the court. Failure to pay declared dividends is a violation unless:

on the day of payment, the company meets the signs of insolvency (bankruptcy) or if the indicated signs appear in the company as a result of the payment of dividends;

on the date of payment, the value of the net assets of the company is less than the amount of 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 of the company, or will become less than the specified amount as a result of the payment of dividends;

in other cases stipulated by federal laws.

However, upon termination of the circumstances specified in this paragraph, the company is obliged to pay the declared dividends to the shareholders within a reasonable time.

In case of unjustified non-payment of declared dividends within the established period, you have the right to file a lawsuit with a court to recover from the company the amount of dividends due, as well as interest for the delay in fulfilling a monetary obligation on the basis of Article 395 Civil Code Russian Federation. Interest is subject to accrual for the period of delay in the payment of dividends, calculated from the day following the day of expiration of the established period for their payment.

Definitions of the term " dividends"civil legislation of the Russian Federation does not contain.

So, in paragraph 1 of Art. 42 of the Federal Law of December 26, 1995 N 208-FZ "On Joint-Stock Companies" (hereinafter - Law N 208-FZ) it is noted that it has the right to make decisions (announce) on the payment of dividends on outstanding shares.

Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies" (hereinafter referred to as Law No. 14-FZ) does not mention the term "dividends".

The procedure for distributing net profit between LLC participants is regulated by Art. 28 of Law N 14-FZ.

The definition of dividends for tax purposes is given in paragraph 1 of Art. 43 of the Tax Code of the Russian Federation.

Thus, according to this rule, a dividend is any income received by a shareholder (participant) from an organization in the distribution of profit remaining after taxation (including in the form of interest on preferred shares) on shares (shares) owned by a shareholder (participant) in proportion to the shares of shareholders ( participants) in the authorized (share) capital of this organization.

Dividends also include any income received from sources outside the Russian Federation, related to dividends in accordance with the laws of foreign states.

The following are not recognized as dividends:

payments upon liquidation of an organization to a shareholder (participant) of this organization in cash or in kind, not exceeding the contribution of this shareholder (participant) to the authorized (share) capital of the organization;

payments to shareholders (participants) of the organization in the form of transfer of shares of the same organization into ownership;

payments to a non-profit organization for the implementation of its main statutory activities (not related to entrepreneurial activity) made by business companies, which consist entirely of the contributions of this non-profit organization.

When should dividends be paid?

LLC must pay dividends to its participants - organizations and individuals within the period established by:

or the articles of association of the company;

or decision to pay dividends.

If neither the charter nor the decision establishes a deadline for the payment of dividends, then they must be paid within 60 calendar days from the date of the decision on such payment (clause 3, article 28 of Law N 14-FZ).

The JSC must pay dividends to shareholders - organizations and individuals within 25 working days from the date on which the persons entitled to receive dividends are determined.

This date is indicated in the decision on the payment of dividends (clauses 3, 6 of article 42 of Law N 208-FZ).

Administrative liability for late payment of dividends

Administrative liability for late payment of dividends is not established.

For violation of the deadline for the payment of dividends by JSC, two fines can be imposed simultaneously (Article 15.20 of the Code of Administrative Offenses of the Russian Federation):

at joint-stock companies - in the amount of 500,000 to 700,000 rubles;

for an official of a JSC - in the amount of 20,000 to 30,000 rubles.

personal income tax on dividends

As a general rule, when a tax agent pays cash (income in kind) to a taxpayer more than once during a tax period, the calculation of the amount of personal income tax is made on an accrual basis, offsetting previously paid tax amounts.

In this case, the calculation of the amount and payment of tax in respect of dividends is carried out by the tax agent separately for each individual taxpayer in relation to each payment of the said income.

Thus, if dividends are paid more than once a year, then the amount of personal income tax must be calculated and transferred to the budget for each individual payment.

It should be noted that the tax status of the individual recipient of dividends and the corresponding tax rate are also determined with respect to each payment.

Recall that dividends of individuals who are not recognized as tax residents of the Russian Federation are subject to personal income tax at a rate of 15 percent, and individuals - tax residents - at a rate of 13 percent (Article 224 of the Tax Code of the Russian Federation).

Dividends and insurance premiums

Insurance contributions to off-budget funds on dividends paid to individual participants are not accrued, since these payments were made not within the framework of labor relations and civil law contracts, the subject of which is the performance of work or the provision of services.

Accounting for accrual and payment of dividends

Accounting entries for the accrual and payment of dividends must be made separately for each participant (shareholder), on a subaccount opened for him to account 75 "Settlements with founders".

In accounting, the debt to pay income to participants is reflected in the debit entry of account 84 "Retained earnings (uncovered loss)" in correspondence with the credit of account 75 "Settlements with founders", subaccount 75-2 "Calculations for the payment of income".

If the members of the company are its employees, the debt to pay income to them is reflected in the entry on the debit of the account and the credit of account 70 "Settlements with personnel for wages" (Instructions for the application of the Chart of Accounts for accounting of financial and economic activities of organizations, approved by Order of the Ministry of Finance of Russia dated October 31, 2000 N 94n).

Withholding the amount of personal income tax is reflected by an entry on the debit of the account, subaccount 75-2, and on the credit of account 68 "Calculations on taxes and fees" (in the general case), on the debit of the account and the credit of the account (when the members of the company are its employees).

Thus, operations on the accrual and payment of dividends must be reflected in the following entries:

Dividends and

In the balance sheet, the indicator "Retained earnings" (line 1370) will be reflected already minus accrued but not paid annual dividends.

Interim dividends are reflected in the balance sheet in sect. III "Capital and reserves" separately (in parentheses) (Letter of the Ministry of Finance dated 19.12.2006 N 07-05-06 / 302).

Still have questions about accounting and taxes? Ask them on the accounting forum.

Dividends: details for an accountant

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• General and special income tax rates

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• A guide to tax amendments for medium-sized businesses. Winter 2019

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• On the methods of financing with the participation of foreign capital

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• International holding companies: features of taxation

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• income tax in 2017. Clarifications of the Ministry of Finance of Russia

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• Review of legal positions on taxation issues reflected in the judicial acts of the Constitutional Court and the Supreme Court of the Russian Federation in the 1st quarter. 2018

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• Justification of income in terms of financial and economic activities

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• Management costs of the organization: analysis of judicial practice

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