Decision on payment of dividends to LLC - sample and order

What are dividends

The term “dividends” refers to income paid to the owners of an organization based on the results of its activities. The amount of dividends is directly dependent on the size of the share of the LLC participant.

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Dividends can be issued for different periods (most often half a year or a year is taken), while the profit of the enterprise can be distributed in full or only partially. Also, the type of payment may be individual in each case: in cash or by non-cash transfer to the bank card of the LLC participant. The period for transferring income should not be more than two months from the date of the decision and issuance of the corresponding order.

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In practice, dividends can be issued not only in money, but also in property (for example, goods). If the payment is made in cash, then the LLC participants can receive the profit due to them not only to their bank account, but also through the organization’s cash desk.

In turn, JSC shareholders can receive money only by non-cash payment. Payment in cash is impossible for them (Article of the Federal Law of 02/08/1998 No. 14-FZ, Article 42 of the Federal Law of December 26, 1995 No. 208-FZ).

Before issuing an order for the accrual and payment of dividends, you need to draw up requirements for the minutes of the meeting of participants. For limited liability companies there is no single form or list of mandatory details that must be included in the document. Typically the following information is provided:

• number and date of the protocol;
• place and date of the meeting;
• agenda;
• signatures of company participants.

For joint stock companies, everything looks different. When drawing up a protocol, the document must include the mandatory details listed in paragraph 2 of Article 63 of Federal Law No. 208-FZ of December 26, 1995.

The deadline for paying dividends is usually specified in the resolution. In an LLC, dividends must be paid within a period not exceeding 60 calendar days from the date of the decision on the distribution of profits.

The order for the payment of dividends in 2021, confirming the will expressed by the owners, is aimed at its execution, and therefore must contain a reference to the corresponding decision on the distribution of profits. If neither the charter nor the decision specifies the deadline for paying dividends, when drawing up the order it is necessary to check whether the 60-day period from the date of the decision has been exceeded.

The order for the payment of dividends contains a list of persons to whom dividends are due, as well as the amount of payments. The period within which dividends must be transferred is also indicated.

Dividend payment procedure

In order to issue dividends, it is necessary to hold a general meeting of the founders and participants of the organization, in the amount of at least 50% of their total number - only in this case the meeting will be recognized as having taken place. It must be properly recorded, taking into account the opinions of all participants, then a decision must be made indicating to whom and in what amount the money should be transferred as dividends. The basis for the decision is the company’s reporting papers based on the results of financial activities. Based on the decision, an order is then issued on behalf of the director of the enterprise.

If the company has one founder, he must make a decision on the payment of dividends individually, while such stages as a meeting, and therefore the preparation of minutes of the meeting, are excluded, but the written execution of the decision and order remain.

It should be noted that when issuing dividends, several important conditions must be met. In particular, the net assets of the enterprise must be higher than the authorized and reserve capital, there should be no debts to the private owners of the LLC that have left, and the organization itself must remain firmly afloat, i.e. There should be no prerequisites for bankruptcy. Otherwise, in the future, during the liquidation or bankruptcy procedure of a limited liability company, interested departments may have serious questions for the company’s management.

When does an organization have the right to pay dividends?

There are a number of restrictions for companies that intend to pay dividends. They are imposed by the same Federal Law No. 14-FZ, in Article 29. You cannot make decisions about payments if:

• There is a threat of bankruptcy at the enterprise or there will be one if dividends are paid.
• The authorized capital has not been formed and contributions have not been fully paid into it.
• The cost of the LLC participant's share has not been paid or has not been paid in full.
• If the payment of dividends will entail a decrease in the company's assets (together with the reserve fund) to such an extent that they become less than the authorized capital.

The source of dividend payments to meeting participants is the organization’s net profit. The company's accountants know more about the amount of this net profit. It depends on many factors and is determined on the basis of the relevant documents of the organization.

Important! If at some time in the past the organization made a profit, then it can also be used to pay dividends. However, it should be taken into account that taxes on dividends will be calculated based not on the past, but on the tax system in force at the time of payment.

As for tax levies specifically, the income tax rate, which includes the payment of dividends, in our country for Russian companies is 9%, for foreign ones – 15.

We invite you to familiarize yourself with what actions a pregnant employee needs to take in order to go on maternity leave, and then on parental leave, and receive all the necessary payments from employers (at the main place of work and external part-time work)? How does the employer formalize the provision of such leaves to the employee? How are the benefits due to such an employee calculated?

How to write an order

An order for the payment of dividends can be written in free form - there is currently no unified form for it. There is only one exception here: if an organization has a document template approved in its accounting policy, then, of course, the order must be created according to its type.

There are also no special nuances or reservations regarding the design, that is, it is allowed to be done both printed and handwritten, but if the first method is chosen, then the electronic order must be printed out - for signatures. For an order, either a form formed in a corporate style, with the logo and details of the company, or a regular sheet of paper is suitable.

Types and classification

Dividends can be classified in several ways; we will tell you about the most popular and informative ones.

Their types are distinguished by type of promotion:

• preferred - their owners receive an amount predetermined by the company's charter (if such a provision exists) before holders of ordinary shares;
• ordinary - the amount of their dividends is established at a meeting of investors, paid to preferred ones.

Dividends are paid according to frequency:

• semiannually;
• once a year;
• every quarter.

According to the method of payment, they are divided into:

• those that are paid in property (it is valued based on market value, usually by an independent appraiser);
• monetary.

How to keep records and organize storage

All administrative acts emanating from the company’s management must be recorded in a separate accounting journal. It contains the name and number of the order, the date of its issue. With the help of a journal, which is usually the responsibility of the head of the personnel department, a secretary or a lawyer, not only the fact of the formation of a document is recorded, but also, if necessary, one or another form can be quickly and without much hassle.

If we talk about storage, then everything is not much more complicated: after the order is issued, all the workers designated in it are familiar with it, and also its accounting, the document must be filed in a folder along with other similar papers. It should remain here for the entire period of its validity, after which it can be redirected to the archive or disposed of (but also in compliance with specially established regulations).

Sample order for payment of dividends to founders

If you are tasked with creating an order for the issuance of dividends that you have never dealt with before, look at the sample below and take into account our recommendations - this way you will easily create the order you need.

1. The beginning of the document should not cause any difficulties: indicate here the name of the enterprise (full or abbreviated, it makes no difference), the name and number of the order (according to internal document flow), the date and place where the order was issued.
2. Next, add a justification to the order - here you need to enter the reason why dividends are paid (for example, in connection with the end of the calendar year), then the basis, that is, a link to an article of law or an internal regulatory act of the company.
3. After this comes the main section. Everything here is purely individual: the number of points and their wording. Be sure to note the period for which the owners of the company are paid their income (it is better to indicate the start and end dates), last names, first names, patronymics of the owners of LLC shares and the amount due to each of them.
4. After this, enter the form of payment (cash or non-cash transfer to a bank card), as well as the period within which this must be done. If you consider it necessary, supplement the form with other information that is important in your particular case (for example, information about applications).
5. Finally, designate the person responsible for the execution of this order and provide the necessary signatures.

The procedure for distributing LLC profits for one participant

In an enterprise where the founders include only one participant, the issue of paying dividends is considered by him alone, followed by a written formalization of his own decision.

There are a number of factors under which it is prohibited to distribute profits (Clause 1, Article 29 of the LLC Law):

• there is no payment in full of the authorized capital;
• the value of the former participant’s share has not yet been paid;
• the presence of signs of insolvency or its probable occurrence when making a decision on the payment of dividends;
• low value of net assets, that is, their size will be less than the sum of the authorized capital and reserve fund.

The decision of the sole founder will be legal based on the results of the calendar year; the specific period is prescribed in the Charter of the company, but in the range from March 1 to April 30.

Also, such a document can be drawn up at any time if the interests of the organization and its participants are met.

How to compose?

At the legislative level (Laws No. 208-FZ and 14-FZ) there are no specific criteria for the content of the decision of the sole founder.

But in any case, the execution of this document must be in writing.

When writing a decision, it is necessary to rely on the provisions of Law No. 208-FZ, taking into account the characteristics of a particular case.

The header of the document indicates the name of the company, the serial number of the decision, the place and date of its preparation.

This is followed by recording the passport data of the sole founder, and then after the word “decided” the main points of the document are listed:

• the amount of net profit received and the period of its formation;
• the amount of dividends paid to the participant (in numbers and in words);
• the remainder of the profit and the purpose of its distribution, if any;
• procedure for settlements with the sole founder (timing, place and form of payment);
• signature of the only participant.

A shorter period can be specified in the charter of the enterprise (clause 3 of Article 28 of Law No. 14-FZ).

It is better to pay dividends by bank transfer - transfer to bank accounts. Spending proceeds in cash is accompanied by certain risks.

The list of purposes that involve spending cash does not contain payments such as dividends (clause 2 of the Directive of the Central Bank of the Russian Federation dated October 7, 2013 No. 3073-U).

In the event of liquidation of an organization, its commercial activities cease completely.

Succession of rights and obligations is not provided for in such a case.

All material payments must be made before the official closure of the enterprise, including the distribution of profits.

Receiving dividends is possible only at the expense of the company's funds, free from debt obligations.

The participant receiving dividends is required to pay tax.

Any enterprises that have the right to pay profits to the owners of the company in the form of dividends must comply with the requirements of the Tax Code (clause 2, Article 275), that is, timely transfer profits and accrue interest.

Dividends are received in various ways (cash, transfer of property), in practice there are companies that want to cheat and not pay dividends.

The founder has the right to receive funds by postal or bank transfer, in person or through a representative.