To the director

Dividends are any income received by a shareholder or participant from an organization during the distribution of profits remaining after taxation on shares owned by this participant, in proportion to the participants’ shares in the authorized capital of the paid organization (1 clause 43 of Article TC).

Important: dividends are the part of net profit remaining after paying all taxes. If we are talking about the general taxation regime, then this is the net profit that remains after paying income tax. If we're talking about about the simplified tax system, then this is the profit remaining after paying taxes under the simplified tax system. If this is UTII, then this is the net profit that remains after paying the single tax on imputed income.

How is profit calculated?

Net profit is the profit that remains after paying all taxes. All expenses are subtracted from all income of the enterprise, a financial result is obtained and profit remains, which is the basis for calculating tax. The amount of tax that needs to be transferred is determined, and the tax itself is deducted from the profit based on the results of the activity. The cleared amount remains, which is at the disposal of the company, and the company has the right to dispose of the net profit at its discretion.

Where is the net profit figure recorded in the financial statements?

— In section 3 of the balance sheet “Capital reserves”, profit appears in the line “retained earnings” or “uncovered loss”. The balance sheet shows all profits as of a specific accounting date. This line takes into account the amount of net profit not only for the last reporting period, but also for previous years, if it remained and was not distributed at the time.

— If you need to find out the amount of net profit for the reporting period, then refer to the financial results statement. Here, the net profit indicator for the reporting period (for example, for the reporting year) is shown in the line “Net profit or loss”.

If the company does not have net profit, then there can be no talk of paying dividends until the loss received by the company is covered by the profit received in subsequent periods.

What if errors were made in calculating profits?

According to accounting and tax legislation, the company, represented by the accounting department and the chief accountant, must make changes and correct the financial statements so that the net profit figure corresponds to reality.

— If, as a result of errors and violations, the net profit indicator was underestimated, then, after making changes to balance sheet and reporting, additional net profit should appear, which is also distributed among the founders according to their decision.

— If, as a result of errors and violations, the net profit was overestimated and dividends were already paid based on incorrect information, then after the errors are corrected, the net profit will be slightly underestimated. As a result, a situation will arise where the founders initially distributed a little more of the net profit to themselves. There is nothing wrong with this, because after a certain period the net profit will be smaller and the participants will distribute the profit in a smaller amount.

If errors were made in accounting and then corrected, then the founders and participants will still receive the due amounts of dividends. But the process may take time.

Net assets

This is the difference between a company's assets and its debts (liabilities). The difference between assets and liabilities is recorded in the final line of section 3 of the enterprise’s balance sheet. Conditions:

1. In accordance with the law on LLCs, the amount of net assets must necessarily exceed the amount of the authorized capital. If the amount of net assets is less than the amount of the authorized capital, then the company is obliged, after a period of time, to reduce it to the amount of net assets. This entails difficulties and risks for the company, because many small businesses have the minimum amount of authorized capital allowed by law: 10 thousand rubles for an LLC. If a situation arises in which the size of net assets is less than this threshold amount, then, on the one hand, the company is obliged to reduce the amount of the authorized capital, and on the other hand, the amount of the authorized capital cannot be less than 10 thousand rubles.
2. If a company allows this situation to happen long enough, it will be subject to sanctions up to and including liquidation. As for the payment of dividends, in accordance with Article 29 of the law on LLCs and Article 43 of the law on JSCs, a decision on the payment of dividends cannot be made if at that moment the value of the company’s net assets is less than its authorized capital. Therefore, it is important to monitor the size of your net assets.
3. Payment of dividends is not allowed until the authorized capital is paid in full.

The procedure for paying dividends is regulated by corporate legislation and the company's charter. The classic option is the annual payment of dividends based on the results of the financial year, when the financial statements for the previous year are prepared. In accordance with the law on LLCs, at the end of the year, the company must hold a regular annual meeting of participants and shareholders, at which the financial statements, the amount of net profit are approved, and then the owners of the company decide on the distribution of net profit.

How will net profit be distributed? This issue is within the competence of the general meeting of participants. The state does not interfere in the distribution processes; it controls the procedure from a taxation point of view, because at the moment the decision is made to pay dividends, the tax base for personal income tax arises.

Important:

• The results of the general meeting of shareholders or participants must be documented: attention is paid to this when conducting audits. Often decisions on the distribution of dividends and net profits are made orally and money is paid on this basis. Subsequently, this can lead to serious problems: if one of the owners, participants or shareholders considers that he has been deprived, then he has the right to go to court to restore his violated rights. If there is no document drawn up on paper, then it will be difficult for any of the parties to the conflict to refer to it.
• In the absence of minutes of the general meeting, accounting does not have the right to reflect business transactions or make entries for the accrual and payment of dividends. In accordance with the accounting law 402-FZ, which has been in force since January 1, 2013, and in accordance with the previous law on accounting, facts of economic activity are recorded in accounting only on the basis of primary documents. In this case primary document is a paper decision of the general meeting on the payment of dividends.

Regularity of dividend payments

Article 29 of the LLC Law and Article 42 of the JSC Law stipulate that the company has the right to pay dividends quarterly, once every six months and annually.

If company members, owners or shareholders want to distribute dividends more often than once a year, then they need to re-read the charter and find the section that states in what order and how often dividends can be paid. Often the texts of charters are formed based on general principles and available funds: when starting a company, few people think about how often they would like to distribute dividends. Therefore, if the charter states that dividends are distributed annually, then before making a decision to change the frequency, you need to make changes to the charter.

The period for payment of dividends is no more than 60 days from the date of the decision on payment. After its expiration, a shareholder who has not received dividends may regard this fact as a violation of his rights. He may go to court or influence the company in other ways, so it is also important to monitor the timing of payment.

Often, enterprises, when drawing up the minutes of the general meeting, where decisions are made on the distribution of net profit and payment, immediately fix the payment schedule:

— to make it clear how the amounts will be paid;

— in the case of a small business, the number of owners is small. Usually they are all physically present at the general meeting, where decisions are made on the distribution of net profit, payment of dividends and sign the minutes. If the text indicates a dividend payment schedule, and if part of it is paid later than 60 days, then having the signatures of the owners, it will subsequently be difficult for any of the shareholders to make claims regarding the timing of payment.

Forms of dividend payment from the director's point of view

— The classic option is payment in cash, cash or non-cash. If this point is important for owners, shareholders and participants, then it would not be superfluous to indicate in the minutes of the general meeting in what form and manner the dividends will be paid.

For owners who are accustomed to receiving dividends in cash from the cash register, there are subtleties and limitations. Our legislation and the documents of the Central Bank, which regulate cash transactions, do not allow the payment of dividends from cash proceeds received at the cash desk of the enterprise. Withdrawals can only be made from funds that were specifically received from the bank or from other amounts that were returned to the company's cash desk in various ways.

— Payment is not in cash, but in the form of property owned by the company (in the form of fixed assets, materials, finished products, accounts receivable, securities, claims). That is, any assets that are on the balance sheet of the enterprise and are recorded in the financial statements approved by the participants.

This issue is quite troublesome and more expensive from a tax point of view. Because, according to the Ministry of Finance and the Federal Tax Service, the payment of dividends with any property other than money is recognized as a sale. From the point of view of Article 39 of the Tax Code, a sale is recognized as a change of ownership of goods, works, and services. Therefore, if dividends are paid, for example, by fixed assets, then the original owner was the enterprise, the new owner becomes individual. The status of this property changes, sales arise and, as a consequence, the tax base. If we are talking about the general taxation regime, then VAT and income tax appear. If we are talking about a simplified taxation system, then additional income appears here.

If we are talking about UTII, then the situation here is more subtle. Depending on what type of activity the enterprise transferred to UTII carries out, most likely, the property transfer operation will not fall under this type. That is, under a transaction of alienation of property and transfer of fixed assets, the enterprise will not be on UTII, but on the general taxation regime or on a simplified one, if there is permission to use the simplified tax system.

Therefore, before deciding to pay non-cash dividends, be sure to clarify this issue with your accountants, auditors or lawyers so that you understand how much such dividend payment will cost the company.

Distribution of net profit of previous years and payment of dividends from it

There are no restrictions or problems for the company, because all net profit can be distributed in accordance with the decisions of the owners. It is advisable to note this point in the minutes of the general meeting at which the decision on the distribution and payment of dividends is made. It is better to directly indicate: “based on the results of a certain reporting period, for 2014, such and such net profit was received. As of the reporting date, December 31, 2014, the enterprise also has retained earnings from previous years in such and such an amount.” A decision is made to distribute all the net profit that is reflected in the balance sheet: that which was received during the reporting period, for 2014, and that which remained at the disposal of the enterprise from previous years. The numbers are indicated directly and reflect what share of net profit is allocated to the payment of dividends.

Accountant

First thing to do Chief Accountant— reflect the company’s debt to pay dividends to its shareholders, participants or owners. Entry D84, K75.2 reflects the accrual of dividends based on the decision of the general meeting. Without a paper version of the minutes of the general meeting, which confirms the decision on the distribution of dividends, this posting cannot be made.

After the entry appears in the enterprise’s balance sheet, accounts payable arises as a liability to participants in the payment of dividends. Turnover in the debit of account 84 reduces net retained earnings, which is recorded in section 3 “Balance”. The source of payment of dividends is net profit, the economic meaning and legal nature of this operation is fully consistent with reality and does not contradict the law.

Forms of dividend payment from an accountant's point of view

— Let's consider classic version when dividends are paid in cash. D75.2 is credited with personal income tax account 68, because in this case the enterprise that is the source of payment of dividends is recognized as a tax agent in accordance with Article 226 of the Tax Code. The tax agent is obliged to withhold and transfer to the budget the withheld amount of personal income tax.

In accordance with Article 224 of the Tax Code, the tax rate on income received by an individual in the form of dividends from January 1, 2014 is set at 13%. Of the total amount due for dividends, 13% must be given to the state in the form of tax - this operation is reflected in the first entry.

The remaining amount, 87%, is paid to the shareholder, participant, owner of the enterprise in cash, non-cash or through the cash register. Therefore, the posting is generated with correspondence: D75.2, K50 or 51.

After the first two entries are generated, the accounts payable for the payment of dividends on account 75.2 is completely closed. After paying the tax and transferring it to the budget (third entry - D68.NDFL, K51), the company fulfilled all obligations to the owners of the company and to the state in terms of withholding and transferring the amount of income tax.

— Another option for paying dividends is payment from the property of the enterprise. If general meeting decided to pay dividends by transferring fixed assets or materials to shareholders, then the disposal of these assets should be reflected through 91 accounts. We reflect these operations like this:

1) D75.2, K91.1. Here correspondence is made on the cost of fixed assets, materials, including VAT. VAT is taken into account in cases where property is paid at enterprises that apply the general taxation regime and at enterprises that pay single tax on imputed income.

2) D91.2, K68 VAT on the amount of VAT is reflected in the case of applying the general taxation regime and UTII.

3) D91.2, K01 or 10 accounts. This reflects the book value of materials or the residual value of fixed assets.

Why 91 counts? These are other income and expenses of the enterprise, because the disposal of fixed assets, materials, that is, assets not intended for further sale, is carried out through 91 accounts, and not through 90s.

If dividends are paid by transfer of goods or finished products, then the disposal of these assets should be reflected in the sales accounts. Therefore, in this case, the 90th accounts will be used. The last three correspondences reflect this situation.

1. D75.2, K90.1 reflects the cost of goods and finished products, including VAT.
2. The second correspondence is the amount of VAT, D90.3, K68 VAT.

VAT arises if the general tax regime is applied. It may arise when paying dividends at an enterprise that applies UTII, depending on what is being transferred. If goods intended for retail sales, then VAT does not arise because such a transfer falls under the definition of retail sale and will be included in retail turnover and will fall into the type of activity that the enterprise uses on UTII.

1. Write-off of the book value of goods or finished products: D90.2, K41 or 43 accounts.

When paying dividends in non-cash form, the company (the source of the payment) remains obligated to withhold tax because it is a tax agent. On the other hand, the company does not have the physical ability to do this. If the payment is made in kind, then there is no money. It is impossible to recover these amounts in any other way, especially if the founder, shareholder or owner are not employees of the company.

The source of payments - the enterprise (tax agent) is not able to withhold income tax on such dividends, therefore the company is obliged to send a notice within a month about the impossibility of withholding income tax to the tax office at the place of registration of the individual to whom the dividends are paid and at the place of its own registration . In this situation there will be no claims against the company. Having received such information, the tax authorities will independently contact the individual and demand payment of the due amount of tax.

If a company pays dividends in cash (in cash or non-cash form), then it has the obligation to calculate tax, withhold it, transfer it to the budget and at the end of the year, before April 1, submit information about the amounts paid in favor of individuals in Form 2 of personal income tax, where You must also indicate the amount of dividends paid. The personal income tax rate is 13%; no additional taxes need to be paid on these amounts.

Contributions to extra-budgetary funds, in particular to Pension Fund and in the Social Insurance Fund, dividends paid are not withheld. Why? In accordance with 212-FZ, the basis for calculating contributions, in particular to the pension fund, are:

- payments within the framework of labor relations,

— payments under GPC agreements providing for the performance of work or provision of services (contractor agreement and fee-based service agreement).

The chief accountant must be able to clearly identify payments to company employees. If money is paid based on employment contract and a person receives them for performing work duties, then these are payments within the framework of the employment relationship. They are subject to contributions to extra-budgetary funds.

Dividends cannot be classified as such payments, because they are paid to individuals regardless of how well or poorly they performed. Payment of dividends is the distribution of net profit that remains after paying all taxes. Even those company owners, shareholders and participants who are employees and often managers of the company receive dividends not for the results of their work, but for the results of the activities of the entire company, because:

1) the profit remained at the disposal of the company

2) net profit is the result of the activities of not only the manager

This means that the payment of dividends is not a payment within the framework of the employment relationship. That is why dividends are not subject to contributions to extra-budgetary funds. The FSS mentioned this several times in letters.

How much taxes do you need to pay before you get a net profit?

Here you can compare different tax regimes. Under the general taxation regime, the income tax rate is 20% of the profit received by the company as a whole from financial and economic activities. Let’s compare this, for example, with the rate provided for the simplified tax system with the object of taxation being income minus expenses in the Sverdlovsk region. The general rate for everyone is 7%. The price of dividends in the first and second cases is different, because in order to distribute dividends under the general taxation regime, you need to pay 20% to the state, and under the simplified taxation regime - only 7%.

If we talk about UTII, it is difficult to say how much interest you need to pay in order to distribute dividends, because the amount of tax on UTII does not depend on revenue, income, expenses, but depends on the financial result. Knowing the amount of this tax, seeing the result of financial and economic activities, it is also possible to calculate the tax burden. It will not exceed the amounts provided for the general taxation regime.

Thus, if a company is under special tax regimes (STS, UTII), the tax burden when paying dividends is significantly lower than for situations where the company is under a general taxation regime.

Frequency of dividend payments

Russian corporate legislation provides for several options for paying dividends: quarterly, half-yearly and year-end. If the managers of your company are interested in the option in which dividends will be paid quarterly, then the chief accountant must warn them about the risks that arise in this regard.

1) The charter must provide for quarterly distribution of profits and payment of dividends. Each fact of distribution of net profit and direction for payment of dividends must be recorded and recorded on paper, there must be a recorded decision of the general meeting.

2) Let us recall that dividends are the distribution of net profit remaining after paying all taxes. With quarterly payments, this situation may arise. At the end of the first quarter, the company had net profit distributed through dividends. Based on the results of the first half of the year, the company still has a profit, and it is also distributed through dividends. Based on the results of 9 months, the company again had a net profit, the company is operating with a plus and feels quite confident, therefore, based on the results of this period, dividends are distributed in the same way.

But if at the end of the reporting period a loss is recorded at the enterprise, then payments that were made during the year, based on the results of the first quarter, half a year and 9 months, will be reclassified by the tax authorities as payments from net profit. They will need to pay not only personal income tax at a rate of 13%, but also a tax sy contributions to extra-budgetary funds at a cumulative rate of 30%, because at the end of the year there was a loss, and the amounts paid cannot be qualified as dividends.

The accounting department should voice this idea to shareholders so that they understand that if they want to pay themselves dividends more often than once a year, then they need to make sure that the company ends each year with a profit. Otherwise, there will be an additional tax burden on the enterprise and directly on shareholders.

Since these payments will be reclassified from dividends to payments from net profit, personal income tax can be paid at a rate of 13%. At the same time, the already paid 9% of dividends most likely cannot be counted towards the payment of 13%, because These are different CBKs. A problem arises: who should be responsible for returning the 9% paid on dividends? On the one hand, the taxpayer is an individual recipient of dividends. If the company's shareholder is an employee of our company, then this work can be transferred to the accounting department, although this is quite troublesome. But if the shareholder and participant of the company is an individual who is not a member of our company in labor relations, then the company has no opportunity, grounds or rights to engage in the 9% return procedure. As a result, a person is left alone with the tax authorities. He will have to interact with them himself and return income taxes.

If the shareholder who received dividends from us, which were later reclassified as payments from net profit, is not an employee of the company, then we cannot withhold 13% from him, and the enterprise, as the source of payment, is obliged, under Article 226 of the Tax Code, to submit a notice of the inability to withhold income tax to the tax office, and the CO will communicate directly with this individual.

3) Since the net profit that remains with the enterprise is the property of this company and the property of the shareholders, then the shareholders, participants, owners of the enterprise can dispose of this money as they wish. In particular, a decision may be made on a disproportionate distribution of net profit. For example, an LLC has two owners, each of whom owns 50%. In this situation, no one can prohibit these participants from distributing the net profit not 50/50 in accordance with their shares. They can decide on a disproportionate distribution, for example, in the ratio of 90 and 10. The amount in excess of its share will no longer be recognized as a dividend, because a dividend is recognized as a part of net profit to be distributed in accordance with the share that belongs to the shareholder, owner or participant.

As a result, of the 90 rubles received, 50 rubles will be recognized as dividends, personal income tax must be paid on them at a rate of 13%, and contributions to extra-budgetary funds do not need to be paid: the amount of 40 rubles is recognized as a payment from net profit. Personal income tax is withheld from it at a rate of 13%, and contributions are paid to extra-budgetary funds at a cumulative rate of 30%: there is a letter from the Federal Tax Service on this topic. Here we are talking about the payment of dividends not to an individual, but to a legal entity, therefore the income tax rate is 20%, the company burdens the recipient of dividends with the general taxation regime. Thus, if a shareholder or owner receives net profit in a larger amount than he is entitled to in accordance with his share, then this will no longer be recognized as a dividend.

Legal entities that are registered as companies with limited liability, have the right to allocate a certain part of their profits to make payments to the founders and participants. This right is enshrined in the provisions of Article 28 Federal Law No. 14 About LLC dated 1998. The decision on the payment of dividends is made by the general meeting of participants once a quarter, every six months or a year.

The Russian Tax Code defines a dividend as any income that members of an organization receive after taxes have been paid. Profit distribution occurs in proportion to shares in the authorized capital.

Dividends also include those incomes the source of which is located outside of Russia, provided that they are classified as dividends in accordance with the laws of foreign countries.

The founders of LLCs and other organizations are interested in what regulations regulate the procedure for paying dividends, which article of the law allows you to calculate the amount of payments, how everything is documented, and whether such a payment is subject to taxation or is it a class of payments that do not provide for mandatory payments to the budget.

Main provisions

General base

Participants receive dividends exclusively from net profit, that is, after the tax has been paid and all transfers to each fund have been made. The rule regarding the procedure for determining the amount of profit to be distributed is enshrined in Article 42 of the Federal Law on joint stock companies No. 208. The net profit of such organizations is determined according to accounting data. There is no such provision in the LLC law.

In this case, the principle of applying the norms of civil legislation by analogy is used, which is enshrined in Article 6 of the Russian Civil Code. Taking this into account, LLCs, as well as OJSCs, determine the amount of net profit based on the data recorded in the financial statements.

Throughout the year, the financial result is accumulated in account 99. When the balance sheet is reformed, the financial result indicator, which is equal to the balance in account 99, must be transferred to account 84. It is on this account that the amount of profit received by the company, which was not distributed among the participants, is reflected. A loss may also be displayed here.

The amount of net profit can be found in the corresponding line of the Profit and Loss Statement. It can also be determined based on balance sheet data by calculating the difference between the current and previous year’s indicators in the Retained Earnings line. If the organization incurs losses, the indicator will have a negative value.

The company will not be able to distribute net profit among members in the following cases:

• until the entire authorized capital is paid in full;
• until the share of the member who leaves the company is paid;
• if the company has signs of bankruptcy according to the provisions current legislation, or if such signs may arise if a decision is made to pay dividends.

When such circumstances cease, dividends must be paid to the company's members.

How is it controlled?

The procedure for paying dividends is regulated by a number of legislative documents:

• Law No. 208 of 1995 and No. 14 of 1998 say that the decision on the payment of dividends is made by the general meeting. For this purpose, an appropriate protocol must be prepared and signed;
• Law No. 14 of 1998 determines that profits can be distributed every 3, 6 or 12 months;
• The Russian Tax Code establishes the obligation of LLCs to independently calculate the amount of taxes for transferring them to the budget;
• the deadline for paying taxes is regulated by letters from the Ministry of Finance;
• The law allows dividends to be paid with property if there are no funds in the company’s accounts - this method is not profitable, since it involves paying additional taxes, such as personal income tax and VAT.

Documenting

Based on accounting indicators, the company can decide to pay dividends.

It is formalized in an official document, the minutes of the general meeting, which indicates the following information:

• the place where the meeting was held;
• date of its holding;
• who presided and was secretary;
• list of participants by name;
• the share of each of them in the authorized capital;
• meeting agenda;
• decisions that have been made.

A document is drawn up in any form. Its sample can be found on the Internet on specialized sites. A decision of the general meeting is formed separately, which serves as the basis for the payment of dividends.

The period within which participants must receive their share cannot exceed 60 days from the moment the decision was made. In case of non-receipt of dividends, the participant has the right to apply for payment within three years.

additional information

Possible forms

Payment of dividends in 2019 is possible in the following forms:

• in cash, this option is used more often and is considered classic. Payment can be made in cash or by bank transfer;
• Property can act as dividends: fixed assets of the enterprise, products, securities (shares).

The founders must agree on what form will be used in each individual case during the general meeting and record this in a protocol decision. For example, you need to know that issuing cash from proceeds received at the cash desk is prohibited. This will only be possible if an amount is deposited into the cash register specifically for these purposes.

The second option is more complex from an accounting point of view. This is due to the fact that the tax code regards the payment of dividends with property as sales.

Due to the fact that the owner of the property changes, it is implied that the company receives a certain income, and hence the need to pay taxes. Those who work for common system, must pay value added and profit tax. Simplified people (USN) take into account what they receive as additional income.

Frequency of operations

The legislation establishes the possibility of choosing the frequency with which dividends will be paid. If we are talking about the fact that accrual will be made not annually, but more often, the founders of the company must make sure that the charter does not provide otherwise. If it states that the payment is made annually, then the statutory documents must be amended accordingly before using a different schedule.

If within 60 days a company member has not received the dividends due to him, he can go to court, regarding this fact as a violation of his rights. That is why you need to carefully monitor the frequency with which payments are provided.

If the minutes of the members record another date for the payment of part of the dividend amount, and not 60 days, and the meeting participants sign this statement, thereby agreeing to this, they will not be able to make claims that legal norms were violated when making payments.

Taxation

Dividends are the profit that LLC participants receive, hence the need to pay taxes to the state. What taxes and what their size will be depends on the status of the recipient of the income. By law, the obligation to pay is assigned not to the recipient, but to the organization that pays the dividends (for example, when Gazprom pays dividends, then the same structure must pay taxes). In case of non-payment, a fine is imposed, which is 20% of the total amount.

The tax rate for a resident individual is 13%, for those who are not residents it is 15%. The tax amount is transferred when the income is received by the participant, and not when the decision is made about it.

As for the taxation of legal entities, income tax is paid in general procedure. In this case, the mode in which the income recipient works does not matter. For residents, the regular rate is 13%, but a preferential rate is also possible zero rate. Companies that have acquired a share in the authorized capital of 0.5 million rubles or more are entitled to tax exemption.

Dividend payment procedure

Step-by-step instructions for paying dividends are as follows:

1. The net profit of the organization should be determined. To avoid controversial situations with the tax service, accounting statements should be taken as the basis for the determination. Since the decision on payment may not be made in all cases due to certain restrictions, in order to avoid possible claims, it is better to prepare a certificate on the day when the corresponding decision is made, which will confirm that the restrictions in order to carry out the distribution of profits, are missing.
2. Making a payment decision. It can be accepted every quarter, six months or once a year. However, it is not possible to make a final calculation of net profit only when the financial year ends. The results of activities are approved during the general meeting. During the meeting the following issues are resolved:
   • what share of the profit received is used for payment;
   • how it should be distributed among the members;
   • within what time period the payment must be made.

   What documents can be developed for the payment of dividends:

   • the decision on payment made by the founder;
   • minutes and the corresponding decision of the general meeting;
   • order for accrual and payment.

   It should be noted that there is no special document for processing payments. The organization can develop the form independently. Standard forms can also be used, which are filled out when funds are transferred to another account or funds are issued from the cash register: payment order, cash order, etc.

3. Distribution of dividends between participants. Most often, profits are divided proportionally, depending on the share of a particular person in the authorized capital. If an organization decides to distribute funds in any other way, then it needs to prepare for a dispute with the tax authorities. This is due to the fact that tax authorities do not consider such accruals as dividends, but classify them as other income, which is taxed at a higher interest rate.
4. Tax withholding.
5. Payment of dividends, transfer of taxes and filing of reports. Income tax must be transferred to the budget no later than the next day after dividends are paid. As for personal income tax, it must be paid on the day of receipt of cash at a banking institution for payment of dividends or the day on which they were transferred to the individual’s account.

Regarding profit distribution individual entrepreneur, then you need to understand that profit is the entire income of a person that remains after taxes and other obligatory payments have been paid. The law allows a businessman to dispose of such income at his own discretion. An entrepreneur should not pay himself dividends.

A businessman can either spend profits on his own needs or simply accumulate them. In this case, there is no need to keep records of the profit received and its expenditure. The ID does not have to maintain accounting, and therefore does not make entries and does not collect paperwork on the expenditure of profits.

FAQ

There are a number of questions that most often arise during the calculation of dividends:

The company's net profit is subject to use in the following way: for investments for development and for dividends. The amount of amounts intended for division between the founders depends on the results of the company.

According to the company's policy, half of the profit per year can be used for such purposes. pure form or another part of it. The remaining funds are used for the needs of the organization. Thus, the direct source is company profit.

Paid from “net” profit, this revenue is subject to accounting registration. Dividends will not be considered as such if they were paid during the year, but based on the results annual reports the company was at a loss. And also they will not be included as expenses aimed at generating profit in tax accounting.

Consequently, an enterprise operating at a loss does not have a source for distributing them. Interim payments will be recorded as “Other expenses”.

Regulations and regulatory framework

The issuance of dividends to founders in an LLC is regulated by Law No. 14-FZ “On LLC” dated 02/08/1998. Article 28 states that it is mandatory to have a decision of the general meeting of participants, on the basis of which this distribution of funds is made.

The law assumes the following rules for LLC:

1. The payment is calculated taking into account the founders' shares in the authorized capital. Since this is the only way to legally distribute funds, each LLC participant must take a responsible approach to the issue of participation of members of the enterprise in the capital even when registering the company.
2. Only the founders have the right to receive payments. This is their main income from the operation of the enterprise. In addition, each participant has the right to occupy a position and receive a salary, which is a second source of income for him.
3. Payment cannot be made more frequently than quarterly. The LLC also has the right to do this once every six months or year. More specifically, the issue of frequency is reflected in the charter. Interim dividends are those distributed before the end of the year. The company may be at a loss at the end of this period. In the absence of profit, the distribution of amounts cannot be considered dividends, although the funds have already been distributed. Then they can be recognized as a reward

For example, there is a decision of the meeting to pay funds once a year, which does not contradict the charter. Then dividends for 2019 can be calculated and accrued in 2019. The net income of the enterprise for this period will be determined.

After the decision on payment is made, funds are transferred to the participants within 60 days (more specifically, the period is described by the decision or charter). Although this can be not only money, but also products or property, which must be separately prescribed by the charter. If dividend payment deadlines are not met, the founders may demand the transfer of funds from the organization, and then through the court.

Since net profit is finally calculated only at the end of the year, at its end, it is most convenient to consider the issue of payment for this period. At the meeting of the LLC it is decided:

• what part of the profit will be allocated for this;
• how it is distributed;
• when will it be issued.

The regulations have not changed in 2019.

1. Meeting dates- March, April. The decision will be made based on the number of votes.
2. Necessarily drawing up a protocol indicating the meeting participants, agenda and resolution.
3. Payments are made cashless to the bank account of each LLC member.

The decision to pay dividends is made by all owners of the LLC, that is, its participants.

The phased payment procedure consists of next steps.

For 2019, payment of dividends by an LLC should be taxed at 0-13%, and personal income tax is 13%.

Payment nuances

Considering special cases and situations, you can specify the following nuances when calculating dividends (according to the rules for 2019).

If an organization has only one founder, he can accrue these payments to himself. The decision is made arbitrarily, but should include:

• the amount allocated for this payment by LLC;
• the period of time for which it is calculated;
• date of decision, place and protocol number;
• signature of the sole founder.

The rules for payments to legal entities are the same as for individuals, with the exception of taxation.

Decisions on payments may indicate deadlines (in 2019) that do not coincide with the maximum (2 months). There is no contradiction with the law in this.

Features of taxation

If the deadline for issuing funds to the founders is 60 days from the date of adoption of the decision at the meeting of the LLC, the tax is transferred to the budget no later than the next day after payment (Article 287 of the Tax Code of the Russian Federation).

Amounts of contributions for the Russian budget for 2019 following:

1. Individuals receiving dividends pay personal income tax at the rate of 13%.
2. Legal entities - from 0 to 13%.
3. Foreign companies or citizens - 15% (both for income tax and personal income tax).

Let’s take a closer look at the terms of collection for LLCs in 2019. The percentage of state duty depends on several factors. A 0% rate can be received by a member of an LLC who has owned at least 50% of the authorized capital for more than a year.

Distribution

Usually distribution of payments depends on the share of the authorized capital of each founder. The formula could be as follows:

Dividends for an LLC member = amount allocated for their payment * percentage share of participation

But the company has the right make a different decision on distribution(disproportionate to shares). Then there is a possibility of disagreements with tax authorities.

According to Art. 43 of the Tax Code of the Russian Federation, only income calculated in proportion to participation in capital is considered dividends. Otherwise, parts may be considered as other income and taxed at a higher rate. Such an opinion of the inspectorate is usually supported by the court.

For example, if the share of the founder of an LLC is 30%, he will receive 30% of the funds allocated by the company to pay dividends. Sometimes the charter contains a different issuance procedure that does not depend on the shares, or this is prescribed by the agreement on the establishment of the LLC, or by the decision on the distribution of income.

• period;
• amounts;
• proportions;
• founders to whom funds are paid;
• terms of issue;
• forms (monetary, property or other);
• other information.

Types of reporting

Dividends paid are included in reports:

• accounting;
• on payment of taxes.

If an LLC intends to issue dividends in 2019, it must, after completing this procedure, send it to the tax authority certificate 2-NDFL indicating the amount.

Reporting regarding tax deductions is directly dependent on the recipient of payments: an individual (founder) or an organization. There is no need to submit an income tax return in 2019, since this responsibility is assigned only to shareholders. This was reported by the Ministry of Finance of the Russian Federation back in 2015.

When paying dividends to foreign companies, you need to submit an information report on taxes to the Federal Tax Service: the amounts of payments and deductions for the budget of the Russian Federation. The deadlines are up to 28 days from the end of the reporting period for which payments were made.

An interesting transfer regarding dividends for an LLC is presented below.

A limited liability company is a form of doing business in which the procedure for calculating and paying dividends largely depends on the decisions made when creating the enterprise, taking into account changes made during the work process. Let's look at the procedure for calculating dividends in an LLC payable in 2018, with examples.

Documents for counting

Dividends are payment to a company participant of a portion of the net profit. Profit is calculated according to the rules accounting. The period for which profit is taken into account is determined by the charter of the LLC.

In 2018, payments are due for the results of 2017, as well as for the results of quarters and half-years of 2018. The period for which dividends can be accrued is determined by the constituent documents of the company and legislative acts of the Russian Federation.

The main acts that determine the procedure for this payment are:

• 14-FZ “On LLC” dated 02/08/1998;
• Tax Code of the Russian Federation;
• charter of the company;
• minutes of the regular/extraordinary meeting of LLC participants.

Due to the fact that the main provisions of the Federal Law “On LLC” must be enshrined in the charter, it is enough for the founder or other person who calculates the amount of dividends to familiarize themselves with the constituent documents. You also need to know the provisions of the Tax Code of the Russian Federation regarding the procedure for accrual, taxation and payments to members of the company.

Signing founding document LLC - charter, participants are required to agree on the following provisions related to the accrual of funds:

• profit sharing scheme (in proportion to contributions or based on other calculations);
• restrictions on the redistribution of profits (a list of circumstances under which dividends are not accrued, except for those already defined by law).

There are also a number of rules defined by law that the owners of the company do not have the right to change in the provisions of the charter:

• periods of redistribution of net profit;
• the procedure for making decisions on payments;
• circumstances under which participants have the right to redistribute profits.

In addition to acts defining general provisions on how to calculate dividends in an LLC, each payment must be preceded by mandatory document– decision of the general meeting.

The legislator and fiscal authorities make the following requirements for this act:

• the meeting must be held according to the rules defined by the Charter;
• all decisions on the redistribution of profits are made unanimously;
• the protocol must state the circumstances that confirm the existence of profits for redistribution, as well as indicate information about the absence of conditions under which distribution of profits is impossible;
• The participants decide by decision to determine the procedure, form and timing of settlements.

When making a decision, it is important to follow the meeting procedure. To a greater extent, this warning applies to those members of a limited liability company who plan to calculate profits based on quarterly results. current year.

If the charter of the LLC stipulates that the regular meeting can be held only once a year, then when convening an extraordinary meeting, you need to coordinate your actions with the norms of the constituent act.

The minutes must be signed by the LLC participant presiding at the meeting.

If the company's documents do not reflect information that confirms the owners' right to payments from profits, as well as the procedure for making these payments, then no settlements can be made. Payment can only begin after the company’s documentation is in order.

Calculation procedure

Basic information required to determine payments:

• the amount of net profit based on the results of the reporting period for which the decision on its redistribution was made (data are in financial statements enterprises);
• the size of shares in the authorized capital of each participant as a percentage;
• Availability of available funds to make payments.

If, when calculating, there is no reason to use any other system for determining the amount of redistributed profit due to each of the participants, then an example of how to calculate dividends in an LLC may look like this:

1. The company has three owners with shares in the following percentage ratio: Participant 1 (P1) – 20%, Participant 2 (P2) – 45%; Participant 3 (U3) – 35%.
2. At the end of 2015, the company’s net profit amounted to 362,514 rubles.
3. Authorized capital fully formed.
4. The value of net assets is more than 5 million rubles.
5. The calculated part of dividends for U1 is 362,514*20% = 72,502.80 rubles; for U2 – 362,514*45%= 163,131.30 rubles; for U3 – 362,514*35%=126879.9 rub.

The figures indicated in the fifth paragraph are estimates and cannot be issued for payment to participants in pure form. Before making a payment in favor of the owners, the executive body of the LLC (directorate) must perform the function of a tax agent:

If these actions are not completed, then as part of the next inspection by the fiscal authorities, the LLC will be fined a large sum, and will also have to fulfill the obligations of the tax agent to withhold taxes from dividends paid.

You can calculate dividends in an LLC under the simplified tax system according to the above scheme. The main difference in this case arises when calculating the amount of net profit to determine the total amount for distribution between the founders. This total amount is calculated using the formula: “the net profit of the enterprise for the reporting period” minus “the simplified tax system paid for this period” is equal to “capital for redistribution between owners.”

The subsequent division of the total amount between the participants is carried out according to the above scheme.

Tax rules

The obligation of the executive body of an LLC as a tax agent depends on the status of the participants.

Possible statuses:

• citizen of the Russian Federation;
• foreigner;
• entity.

Government bodies cannot be the founders of an LLC, except in exceptional cases, which are regulated by separate federal laws.

Payments to citizens of the Russian Federation

For a citizen of the Russian Federation, accrued dividends are taxable income and personal income tax must be paid on them. The personal income tax rate for this type of accrual is 13%.

The calculation of deductions from dividends in an LLC in 2016 can be considered using an example: deductions from the payment due under U1 will be 72,502.80 * 13% = 9,425.36 rubles.

Accordingly, an amount of 72,502.80 – 9,425.36 = 63,077.44 rubles may be eligible for payment.

Personal income tax in the amount of 9,425.36 rubles. The LLC management must independently transfer it to the appropriate budget accounts.

Payments to foreigners

Dividends for foreigners are subject to personal income tax at an increased rate of 15%.

If, for example, U2 is a non-resident of the Russian Federation, then the personal income tax calculation is as follows: 163,131.30 rubles * 15% = 24,469.69 rubles. The amount to be paid is 138,661.60 rubles.

Dividends for legal entities

A participant in an LLC - a legal entity under the general taxation system - pays income tax (0-9%) on dividends received.

For legal entities under the simplified taxation system (simplified taxation system), no tax obligations associated with receiving part of the distributed profit arise.

Dividends instead of salary to the director of an LLC: video

The payment of dividends to LLCs in 2019 is subject to the procedure approved by the legislation of the Russian Federation. How to correctly determine the amount of dividends, distribute them among participants and show them in reporting will be discussed in today’s article.

Source of LLC dividends

Dividends (or income from the use of net profit) are income the receipt of which is available to LLC participants (Clause 1, Article 28 of the Law “On LLC” dated 02/08/1998 No. 14-FZ). Accordingly, to issue such income, it is necessary, first of all, to have net profit. It is determined according to accounting data (letter of the Ministry of Finance of the Russian Federation dated September 20, 2010 No. 03-11-06/2/147).

The LLC has the opportunity to choose the frequency of dividend payments to the founders: quarterly, half-yearly or annually - depending on the amount of net profit for each of these periods. Considering that profit is considered an accrual total for the year, its final amount will be known at the end of the tax period, and only then will it be possible to establish the final amount of income possible for payment. Therefore, in order to avoid situations where dividends paid during the year exceed the permissible amount for the year, it is better to distribute them at the end of the year based on the results of the approved annual accounting reports.

What is needed to pay dividends?

The rules for paying dividends to LLC founders in 2019 are still based on the restrictions contained in Art. 29 of Law No. 14-FZ and requiring:

• full payment of the management company;
• full payment of his share to the retiring participant;
• excess of net assets over the amount of the capital and reserve fund, including after the issuance of dividends;
• absence of signs of bankruptcy, including after the issuance of dividends.

Compliance with these restrictions must occur both at the date the disbursement order arises and at the time the income is paid. If the decision has already been made, and at the time of issuance the conditions are such that they do not allow payment, then it will be made after these conditions disappear (clause 2 of Article 29 of Law No. 14-FZ).

The decision regarding payments is made by the participants themselves, convening a general meeting. It is carried out no earlier than accounting reports have been compiled for the corresponding period, allowing one to judge compliance with the restrictions established by law. Annual reporting must be approved. The meeting at which this is done is convened no earlier than March 1 and no later than April 30 of the year following it (Article 34 of Law No. 14-FZ). The issue of dividend distribution is usually timed to coincide with this meeting.

The fact of holding a meeting is documented in a protocol drawn up in the form accepted by the LLC, which must contain the following information regarding dividends:

• an indication of the year for which they want to pay income to participants;
• amount allocated for dividends;
• form of issuance and payment period.

It is permissible in the protocol to indicate a single amount intended for payment, since in an LLC the procedure according to which dividends are distributed is either reflected in the charter or is the result of a division in proportion to shares (clause 2 of Article 28 of Law No. 14-FZ ).

The form of issuance, in addition to monetary, can be property. However, the issuance of property is equivalent to sale (letter of the Ministry of Finance of the Russian Federation dated 02/07/2018 No. 03-05-05-01/7294, dated 08/25/2017 No. 03-03-06/1/54596, dated 12/17/2009 No. 03-11-09 /405) and will be very unprofitable from a tax point of view. Therefore, cash payments are preferred.

Dividend distribution

If there is a single founder, the issue of distribution does not arise. He receives the entire amount allocated for payment purposes.

If there are several participants, the distribution will most often be proportional to the share of the contribution to the management company. The amount of dividends per person is determined by multiplying the total amount allocated for distribution by the percentage reflecting the share of participation.

If the distribution does not correspond to the proportion or algorithm established by the charter, then in relation to payments to individuals this may lead to disputes with off-budget funds, in which accruals are not made on the amounts of legally paid dividends. And the amounts in excess will be considered ordinary income, for which these accruals are required.

Dividend payment procedure

As before, the actual payment of dividends in 2019 is carried out with tax withholding. They are applied regardless of the year for which the accrual occurs, to payments made in 2019:

• Personal income tax for individuals - 13% (clause 1 of Article 224 of the Tax Code of the Russian Federation) for citizens of the Russian Federation and 15% (clause 3 of Article 224 of the Tax Code of the Russian Federation) for foreigners;
• income tax for legal entities - 13% (subclause 2, clause 3, article 284 of the Tax Code of the Russian Federation) for Russian companies and 15% (subclause 3, clause 3, article 284 of the Tax Code of the Russian Federation) for foreign legal entities.

For situations where dividends are issued to a legal entity that has owned more than a 50% stake in the capital company for at least a year, a 0% rate can be applied (subclause 1, clause 3, article 284 of the Tax Code of the Russian Federation).

The question of taxation of dividends issued to a legal entity with income tax arises even for an LLC tax regime which exempts him from ordinary payments on profits.

If the LLC issuing dividends is also the recipient, then the basis for determining the tax accrued on payments to resident participants can be reduced. To do this, the total amount of dividends received is subtracted from the total amount of profits allocated for distribution. Then the difference must be multiplied by the share of participation and the tax rate (clause 2 of Article 214 and clause 2 of Article 275 of the Tax Code of the Russian Federation). This calculation procedure is not applicable for legal entities and foreign citizens.

Read more about calculating tax on dividends in the following articles:

• “How to correctly calculate the tax on dividends?” ;
• “Features of calculating dividends for determining income tax”;
• “The procedure for calculating dividends under the simplified tax system.”

Payment of taxes is carried out no later than the 1st working day following the day of payment, regardless of who the dividends are paid to: submitted to the Federal Tax Service on a quarterly basis no later than last day the month following the reporting quarter and (by year) until April 1 of the year following the reporting quarter;

Read more about entering data on dividends in Form 6-NDFL in the material “How to correctly reflect dividends in form 6-NDFL?” .

• for profit - in the form of a declaration, in which, in addition to title page includes subsection 1.3 of section 1 and sheet 03, submitted to the Federal Tax Service within the deadlines established for such reporting: interim - before the 28th day of the month following the reporting period, final (for the year) - until March 28 of the following year.

Results

The procedure for paying dividends to founders in 2019 has not changed. Before deciding to pay dividends, it is necessary to check whether restrictions are violated that would make payment impossible. Taxation of dividend payment transactions depends on the form of their payment, the period of ownership of shares in the authorized capital, whether the LLC received dividends from other companies, and whether the recipient of the dividends is a Russian or foreign organization/individual.