Payments only from net profit. How to "spend" net profit correctly. What you need to know

As a loss to pay profit to be distributed among the participants, at the end of the year and what nuances in terms of taxation arise, consider in this article.

Profit LLC to be distributed, let's call "dividends"

Federal Law of 08.021998 No. 14-FZ "On Limited Liability Societies" (hereinafter - the law) does not contain such a concept as dividends. At the same time, according to Art. 28 of this law found that the Company is entitled to decide on the distribution of its net profit between its participants.

On practice pure profit, distributed among the participants of the LLC, often referred to dividendssimilarly, paying net profit on shares of joint stock companies. The basis for such a position is paragraph 1 of Art. 43 NK RF. In accordance with it, "Dividend is recognized by any income received by the shareholder (participant) from the organization in the distribution of profits remaining after taxation (including in the form of interest on preferred shares), according to the shareholder (participant) shares (shares) proportional to shareholders shares ( participants) in the statutory (share) capital of this organization. "

As we see, the position of paragraph 1 of Art. 43 of the Tax Code of the Russian Federation, which establishes the definition of dividends for the purposes of the Tax Code of the Russian Federation, to dividends as such as such is not only the income received by the shareholder from the organization during the distribution of profits remaining after taxation, according to the shareholder to the shareholders, but also a similar income received by the participant in shares belonging to it. Therefore, further in the article, speaking about the distribution and payment of net profit to the participants, we will use the generally accepted term "dividends".

When can I pay dividends?

The amount of net profit of society, which can be distributed, is determined on the basis of accounting reports of LLC.

This is the amount on a line of 1370 balance sheet "Retained earnings (uncovered loss)" (credit balance on account 84 "Retained earnings (uncovered loss)"). It includes a financial result of both the year and past years.

If any special funds have been created in the LLC and accounts are not carried out on individual accounting accounts, but on subaccounts to the account 84, then the amount of profit will be equal to the loan balance on account 84 less than the balance on such subaccounts.

But, as a rule, participants are only interested in the profit of the year. And this is the amount reflected in line 2400 "Net profit (loss)" in the report on financial results (the amount written off at the end of the year with the account 99 "Profit and Losses" at the expense of 84 or taken into account on a separate subsecuit to the account 84, open to account unallocated profits of the year).

The basis for the payment of dividends is the solution of the general meeting of participants. As is accepted and made such a decision, read in the article by Diamond "distribute the net profit of LLC" on page .... The Company is not entitled to decide on the payment of dividends, if:

• the authorized capital is not fully paid;
• society meets signs of insolvency (bankruptcy) or if the specified signs appear in the Company as a result of the adoption of such a decision;
• the cost of net assets of the Company is less than its authorized capital and the reserve fund for the decision of the decision on the payment of dividends or on the day of their payment;

But before performing the decision of the owners, the accountant must be checked, whether the law allows it. Paying dividends can not if:

• at the time of payment, the Company meets signs of insolvency (bankruptcy or such signs will appear in the Company as a result of payment);
• at the time of payment, the cost of the company's net assets is less than its authorized capital and the reserve fund or will be less than their size as a result of payment;
• in other cases provided for by federal laws.

However, after the cessation of the above circumstances, LLC is obliged to pay profit to its participants, the decision on the distribution of which was already accepted.

We pay dividends - we fulfill the duties of tax agents

Since the payment of net profit, from the point of view of the Tax Code of the Russian Federation, recognizes the payment of dividends, then its taxation is made according to the rules established for dividends. Therefore, LLC paying these income. will be recognized as a tax agent on personal income tax and (or) income tax and it needs to determine the amounts of taxes subject to deduction from the taxpayer's income - the dividend recipient in the manner prescribed by Art. 275 Tax Code.

Please note that it is necessary to keep income tax and in the event that the participant of the LLC is an organization using USN. After all, the use of USN does not exempt organizations from tax paid from income tax rates provided for in particular, paragraph 3 of Art. 284 Tax Code of the Russian Federation.

If an organization that applies UCINO itself pays dividends to its participants, then she is recognized as a tax agent and expects, retains and lists income tax and personal income tax from dividends in the same manner as an organization in general mode.

If dividends are paid to the Russian organization or the physical person of the non-voltage resident of the Russian Federation, the NDFL and (or) the income tax held by the participant in the LLC is calculated by the formula defined in paragraph 5 of Art. 275 of the Tax Code of the Russian Federation (paragraph 2 of Art. 210, paragraph 3 of Art. 284, paragraph 5 of Art. 275 of the Tax Code of the Russian Federation; Letter of the Federal Tax Service of Russia of June 25, 2015 No. GD-4-3 / 11052 "On the taxation of income from participation In other organizations "(together with the letter of the Ministry of Finance of Russia dated 14.05.2015 No. 03-03-10 / 27550)).

From January 1, 2014, this formula has this kind:
,
where H is the amount of tax to be deduced;
K is the ratio of dividend amounts to be distributed in favor of the taxpayer - recipient dividends, to the total amount of dividends to be distributed by the Russian organization;
‒ tax rate;

The tax rates obtained in the form of dividends are applied to the tax base.

0% - by dividends received by Russian organizations, if the day of making a decision on their payment receiving dividends the organization for at least 365 calendar days continuously owns at least a 50 percent contribution (shares) in the authorized capital of the dividend of the organization or Depositary receipts, giving the right to receive dividends, in an amount corresponding to at least 50% of the total amount paid by the organization of dividends.

Confirm the right to use a preferential rate can be the documents in which the date of obtaining the right of ownership is indicated in the authorized capital of the company or on depositary receipts. This, for example, purchase and sale agreements (exchange), reorganization agreements in the form of merging or accession. The receiving party must submit these documents to the organization paying dividends.

13% - by dividends received by Russian organizations if they have no right to use zero bet by dividends. Moreover, the rate of 13% applies to all dividends paid from January 1, 2015, regardless of whether they are accrued for what period.

13% - by dividends received by individuals - residents of the Russian Federation.

- The total amount of dividends to be distributed by the Russian organization in favor of all recipients. When determining the indicator "D1" and the denominator in the "K" indicator, the total amount of dividends to be distributed also includes dividends that are distributed in favor of:

• foreign organizations;
• individuals - non-residents of the Russian Federation.

This follows from the literal interpretation of the para. 4, 6 p. 5 tbsp. 275 Tax Code. Similar explanations on this issue are given by controlling authorities.

- The total amount of dividends received by the Russian organization in a set in the current reporting (tax) period and previous reporting (tax) periods. In the calculation () use "clean" dividends, that is, reduced to the amount of tax reduced from them. Each of the amounts of dividends obtained by the tax agent itself may be taken into account in taxation in the composition of the indicator once. Since art. 275 of the Tax Code of the Russian Federation has not been established otherwise, the indicator is formed taking into account dividends received from foreign organizations (provided that they are not taxed at a rate of 0% in accordance with paragraphs. 1 of paragraph 3 of Art. 284 of the Tax Code of the Russian Federation).

Consider on the example of the procedure for calculating taxes from the amount of dividends in the LLC, which itself receives dividends.

Example number 1.
Romashka LLC owns a share in authorized capital:

• LLC "Geran" - 100% (Romashka LLC owns this fraction of five years);
• Vasileuk LLC - 30%.

In 2014, Romashki LLC was obtained dividends (minus profit tax):

• from Geran LLC - in the amount of 1,000,000 rubles. (income tax rate 0%);
• from Vasileuk LLC - in the amount of 1,500,000 rubles. (tax was retained at a rate of 9%).

These dividends were not taken into account when calculating taxes from dividends paid by Romashka LLC to their participants in 2014.

At the end of 2015, Romashka LLC distributed profit between participants in the amount of 3,500,000 rubles. in proportion to their shares, including:

• Smirnov A.A. - Tax Residency of the Russian Federation - 525,000 rubles. (share of -15%);
• Rosa LLC - 1,050,000 rubles. (share of participation - 30%);
• "Forgetcoming" LLC - 2,275,000 (share of participation - 65% and owns more than 365 days).

Dividends are paid in March 2016.

Since dividends are paid to Russian organizations and a physical person - the tax resident of the Russian Federation, and the NDFL and the income tax of the Romashka LLC will count on the above formula. At the same time, only the amounts of dividends received from Vasileuk LLC will be included in the D2 indicator, that is, the amount of 1,500,000 rubles.

Dividends received from Geran LLC are not taken into account when calculating D2, because they are taxed for income tax at a rate of 0%.

Substitute data in the formula.
1) NDFL from Dividend Smirnov A. A. will be 39,000 rubles. The amount of tax is calculated as follows:
H \u003d 525 000 rubles. / 3 500,000 rubles. x 13% x (3 500 000 rub. - 1 500 000 rub.)
That is, Smirnov A. A. will be listed 486,000 rubles. (525 000 - 39 000).

2) Since Rosa LLC owns shares in the authorized capital of Romashka LLC, which make up less than 50% of the authorized capital, the rate of 13% 12 is applied to income in the form of dividends.
The income tax with dividends paid by Rosa LLC will be calculated as follows:
N \u003d 1 050 000 rub. / 3 500,000 rubles. x 13% x (3500 000 rubles. - 1 500 000 rubles), that is, the amount of the income tax detected will be 78,000 rubles.
Rosa LLC will receive dividends in the amount of 972,000 rubles. (1050 000 rub. - 78 000 rub.).

3) The income tax with the amount of dividend paid from LLC "Forget -,-up" will be zero 13. Therefore, this participant will receive the entire amount of the declared dividends, that is, 2,275,000 rubles.
The amount of income tax and personal income tax is held by a tax agent from cash due to the physical person and the participating organization, and is transferred to the budget no later than the day following the day of income payments.

"Special" foreign rates

P. 6 Art. 275 of the Tax Code of the Russian Federation established a special procedure for calculating taxes from dividends, whose recipients are foreign organizations or individuals - non-residents of the Russian Federation. In this situation, the formula shown in paragraph 5 of Art. 275 Tax Code of the Russian Federation is not valid. The tax base is the entire amount of dividends paid to the foreign taxpayer. And this tax base applies tax rates established by PP. 3 p. 3 Art. 284 or paragraph 3 of Art. 224 of the Tax Code of the Russian Federation, that is, 15%.

The specified amount of tax is held by the tax agent when paying dividends by a foreign participant and is listed in federal budget In the curve of the Russian Federation no later than the day following the Day of Dividend Payments.

If between the Russian Federation and the state, the resident of which is a foreign organization (physical), an international agreement on the avoidance of double taxation is concluded, then by virtue of Art. 7 of the Tax Code of the Russian Federation apply the rules and norms of the International Treaty. If the conditions of the International Treaty provide that this species Income is not subject to tax in the Russian Federation, then, accordingly, the obligations to retain the tax in society does not arise.

The basis for the irrelevision of the tax (or to hold it in a different amount than is provided for by the provisions of the Tax Legislation of the Russian Federation) may be:

• for the saline - passport foreign citizen either another document established federal law or recognized in accordance with the International Treaty of the Russian Federation as a document certifying the identity of a foreign citizen or the official confirmation of its status of the tax resident state with which the Russian Treaty Agreement is concluded;
• for Jurlitz, confirmation of constant location in the relevant state (certificate of residency) provided for in paragraph 1 of Art. 312 Tax Code of the Russian Federation.

These confirmations must be certified by the competent authority of the relevant foreign stateauthorized to issue such confirmations on the basis of the International Treaty of the Russian Federation on taxation issues. At the same time, if such a confirmation is compiled in a foreign language, the recipient of dividends should submit its notarized translation into Russian.

In addition, the tax agent has the right to request a confirmation from a foreign organization that this organization has the actual right to receive relevant income. The fact is that from January 1, 2016, the procedure for determining the amount of tax to be held with income in the form of dividends, as well as the tax rate applied in relation to dividends is determined by resident actual, not legal recipient Dividend. And if the recipients of income in the form of dividends paid to the foreign organization, acting in the interests of third parties, are individuals and (or) organizations recognized tax residents RF, the amount of tax held from the amount of such dividends will be determined on the basis of paragraph 5 of Art. 275 Code, that is, according to the general formula.

Reporting Ltd upon payment of dividends to individuals

When paying dividends to individuals, Ltd. recognizes the tax agent on personal income tax, that is, it must, with each such payment, calculate NDFL, keep and transfer it to the budget.

LLC, as a tax agent, must submit to tax authority At the place of his account:

• for each participant - the individual information about the dividends received by him and the amount of the accrued, retained and listed NDFL in the form of 2-NDFLs no later than April 1, following the past year;

(The amounts of dividend paid must be reflected in the 2-NDFL in the field of that month, when they were actually paid with the income code 1010.)

• include amounts paid dividends per 6-NDFL. Recall that starting from the report for the first quarter of 2016, all tax agents represent quarterly calculations in the form of 6-NDFL, which indicates generalized in all individuals, including the amount of accrued dividends and retained personal income tax. For the first quarter, half a year, nine months, the calculation is submitted no later than the last day of the month, following the corresponding period, and for the year - no later than April 1, next year after the past year.

In a situation where the individuals were paid only to income taxed at a rate of 13%, paid dividends, from which NDFL was also retained at a rate of 13%, in section 1 it is necessary to indicate in the total amount of "13 percent" payments and personal income tax (in lines with 010 to 050). At the same time, for the reflection of dividends and the amount of NDFL, in section 1 forms 6-NDFL, special lines 025 and 045 are provided.

Row 025 reflect the total amount of dividend paid. And on line 045, the total amount of NFFL, calculated from the dividends of the tax.

If the organization paid dividends to individuals who are not tax residents of the Russian Federation, calculated NDFL at a rate of 15% (or other in accordance with the International Agreement), then it is necessary to fill in a separate lines block from 010 to 050, indicating the line 010 of the tax rate of 15% ( or other).
The features of filling the second section 6-NDFL in respect of paid dividends are not.

Profit Tax Reporting

The amounts of dividends paid and retained income tax will reflect in the income tax declaration, the form of which is approved by the order of the Federal Tax Service of Russia dated November 26, 2014 No. MMB-7-3 / [Email Protected] It needs to fill in it:

• section A and Section in Sheet 03. The sheet 03 reflects dividends paid by one solution of the owners. If during the year I paid dividends on several solutions, then for each of them it is necessary to fill a separate sheet 03;
• subsection 1.3 section. 1 sheet 01.

Ltd., which pay dividends to individuals, represent subsection 1.3 sect. 1 sheet 01 and section. And sheet 03 of the income tax declaration is not required, and Appendix No. 2 to the income tax declaration is not filled. Information about NDFL from dividends they indicate in Help 2-NDFL. This is due to the fact that the authorized capital of a limited liability company consists of a share, and not from the shares, and when paying dividends to its participants - to individuals, a limited liability company is not recognized as a tax agent in accordance with PP. 3 and 4 p. 2 art. 226.1 Code.

If LLC is paying dividends and individuals, and organizations, then leaf 03 and subsection 1.3 sect. 1 sheet 01 filled in common order.

Ltd., applied simplified system taxation and acting tax agent for dividend payments legal entities, submits to the tax authority following the reporting (tax) periods, the tax calculation on the income tax on the income tax, which includes title page (Sheet 01), subsection 1.3 section. 1 sheet 01 and sheet 03 declarations on the same time as taxpayers, reporting period In which the amount of income tax is the quarter, half of the year and 9 months, that is, no later than 28 calendar days from the date of the end of the relevant reporting period, and at the end of the year - no later than March 28.

Potted tax foreign organizations, LLC reflects also in the tax calculation (information) on the amounts of income and taxes paid to foreign organizations (hereinafter referred to as the tax calculation). The form of tax calculation is approved by the Order of the Ministry of Economic Development of Russia of April 14, 2004 No. SAE-3-23 / [Email Protected], and instructions for completing it - by order of MNS of Russia from 03.06.2002 No. BG-3-23 / 275.

After the payment of dividends of the foreign organization LLC should be submitted to tax inspection Tax calculation no later than 28 calendar days from the date of the end of the reporting period.

Note!The amount of data specified in column 4 on the income code 01 "Dividends" section. 1 tax calculation for all founders - foreign organizations should coincide with the data reflected in line 040 sect. And sheet 03 declarations on income tax for the same report (tax) period.

Limited liability companies and joint stock companies, in addition to ownership. This follows from paragraph 3 of Art. 91, paragraph 1 of Art. 103 of the Civil Code, as well as from the norms of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies" (hereinafter - the Law N 14-FZ) and the Federal Law of December 26, 1995 N 208-FZ "On Joint-Stock Companies" (hereinafter - the law N 208-FZ). Such responsibilities must fulfill all these business companies, including those who have passed on the simplified taxation system.
The distribution is subject to net profit for the reporting year, which is the final financial result of the Company's activities for the specified period, revealed on the basis of accounting of all economic operations.

The main directions of the distribution of net profit with a limited liability company

According to the law N 14-ФЗ, the net profit of the named society is distributed between its participants, is used to create a reserve and any other fund, as well as to increase its authorized capital. Moreover, the participants of the Company take part in the distribution of profits (paragraph 1 of Art. 8 of the Law N 14-FZ).
Deciding on the distribution of net profit between participants of a limited liability company refers to the exclusive competence of the general meeting of its participants. Such a solution is entitled to take quarterly, once every six months or a year. The base is p. 1 Art. 28 and PP. 7 p. 2 art. 33 of the law N 14-FZ.
Restrictions on the distribution of the Company's profits between its participants are established in paragraph 1 of Art. 29 of the law N 14-FZ. So, it is not entitled to decide on the distribution of profits between the participants:
- until full payment of the entire authorized capital of the Company;
- Payout valid value shares or part of the share of the Company's member in the cases provided by law N 14-FZ;
- if, at the time of the adoption of such a decision, the Company meets signs of insolvency (bankruptcy) in accordance with the Federal Law of 26.10.2002 N 127-FZ "On Insolvency (Bankruptcy)" or the specified signs will appear in the Company as a result of the adoption of this decision;
- if at the time of the adoption of this decision the value of the Company's net assets less than its authorized capital and the reserve fund or will be less than their size as a result of the adoption of such a decision;
- in other cases provided for by federal laws (in particular, Article 72 of the Federal Law of July 10, 2002 N 86-FZ "On Central Bank Of the Russian Federation (Bank of Russia) "and paragraph 3 of Art. 12 of the Federal Law of 25.02.1999 N 40-FZ" On Insolvency (Bankruptcy) of Credit Organizations ").
Note. The current legislation has established the right, and not the obligation of society to decide on the distribution of net profit between the participants.
Part of the Company's profits, directed to the payment of dividends to participants, is distributed in proportion to their shares in the authorized capital. The statute of society can also establish a different procedure for the distribution of profits between the participants of the Company (paragraph 2 of Art. 28 of the Law N 14-FZ).
Example 1. Participants in Stimul LLC are three russian organizations: LLC "Omega", CJSC "Beta" and OOO "Nika". Its authorized capital between the specified participants is divided as follows:
- 10% belongs to LLC "Omega";
- 40% - Nika LLC;
- 50% - "Beta" CJSC.
In the charter of LLC "Stimul" registered that the distribution of profits between the participants of the Company is carried out equally, and not in proportion to their shares in the authorized capital.
According to the decision of the general meeting of the participants dated April 28, 2010, the amount of net profit obtained in 2009 and to be distributed in favor of the participants is 1,200,000 rubles. And the amount of income due to each participant, respectively, is 400,000 rubles. (1,200,000 rubles: 3).
If net profit was distributed between the participants in proportion to their contributions to the authorized capital, they would be due to the income in the following amounts:
- LLC "Omega" - 120,000 rubles. (1,200,000 rubles. X 10%);
- Nika LLC - 480,000 rubles. (1,200,000 rubles x 40%);
- CJSC "Beta" - 600,000 rubles. (1 200 000 rub. X 50%).
The direction of net profit on the creation of a reserve or other fund, a limited liability company carries out in the manner and sizes provided for by its charter (Article 30 of the Law N 14-FZ). The decision on the direction of net profit on the creation of such funds can also be adopted by the participants of the Company.
The mandatory requirement to establish the legislation does not provide for the establishment of a reserve or other fund.
Increasing the authorized capital of a limited liability company at the expense of its property, including at the expense of net profit, is carried out by decision of the general meeting of participants. The decision should be made by a majority of at least 2/3 of the votes from the total number of votes of the gathered. In addition, the Company's charter for making such a decision may be provided for the need for a larger number of votes.
Note. The increase in the authorized capital of the limited liability company is allowed only after its full payment (paragraph 1 of Art. 17 of the Law N 14-FZ).
The decision to increase the authorized capital of the Company due to its property can be accepted only on the basis of data accounting reporting Societies for the year preceding the year during which such a decision is made. The base is p. 1 Art. 18 of the Law N 14-FZ.
The amount for which the authorized capital of a limited liability company increases due to its property should not exceed the difference between the value of the Company's net assets and the sum of its authorized capital and the reserve fund (paragraph 2 of Article 18 of the Law N 14-FZ).
With an increase in the authorized capital of the Company in proportion to the nominal value of the share of all its participants without changing the size of their shares (clause 3 of Article 18 of the Law N 14-FZ). Let us explain the example on the example.
Example 2. The authorized capital of LLC "Start" is 80,000 rubles. At the same time, 25% of the authorized capital belongs to the participant 1 (the nominal value of the share is 20,000 rubles), and 75% of the participant 2 (the nominal value of the share is 60,000 rubles). The number of participants in the Company and the ratio of their shares are unchanged. The company has a reserve fund in the amount of 50,000 rubles, the cost of its net assets is 165,000 rubles, and distributed profit - 75 000 rubles.
The amount for which the authorized capital of LLC "Start" can be increased will be 35,000 rubles. (165,000 rubles. - 80,000 rubles. - 50 000 rub.). By the decision of the Company's participants, net income in the specified amount is sent to an increase in the authorized capital.
After increasing the size of the share capital of the Company amounted to 115,000 rubles. (80,000 rubles. + 35 000 rub.).
The share of the participant 1 remained the same - 25% of the authorized capital, and its nominal value increased and is now equal to 28 750 rubles. (115 000 rub. X 25%).
The share of the participant 2 also remained the same - 75% of the authorized capital, and the nominal value of its share increased and is 86,250 rubles. (115 000 rub. X 75%).
Repayment of losses of past years. The net profit of the reporting year, a limited liability company for the decision of the General Meeting of its participants has the right to use for repayment of losses of past years. The amount of profit margins is indicated in the Protocol of the General Assembly. The procedure for using net profit of the reporting year to repay uncovered losses may also be registered in the Company's Charter.

The main directions of the distribution of net profit by a joint-stock company

According to the law N 208-FZ joint-stock company It distributes net profit on the payment of dividends, the creation of a reserve fund, the formation of a special shareholding fund of the Company's employees. At the same time, the decision on the distribution of net profit (losses) of the joint stock company on the results of the financial year refers to the exclusive competence of the General Meeting of Shareholders of the Company (paragraph 1 of Art. 47 and paragraphs. 11 of paragraph 1 of Art. 48 of the Law N 208-FZ).
Distribution of net profit on the payment of dividends. The distribution is made on the basis of the decision (ad) on the payment of dividends on the placed shares. This decision, as a rule, is entitled to take on the results of the first quarter, half of the year, nine months of the fiscal year and (or) according to the results of the fiscal year (paragraph 1 of Article 42 of the Law N 208-FZ).
Note. Dividend size set general meeting Shareholders on ordinary shares cannot be more recommended by the Board of Directors (Supervisory Board) of the Company (clause 3 of Art. 42, paragraphs 10.1 of paragraph 1 of Art. 48 and paragraphs. 11 of paragraph 1 of Article 65 of the Law N 208-FZ) .
Note that according to Art. 43 of the Law N 208-FZ The joint-stock company is not entitled to make a decision (declare) on the payment of dividends on shares, for example, in the following cases:
- if its authorized capital is not fully paid;
- It did not fully bought out the shares that must be redeemed in accordance with Art. 76 of the law N 208-FZ;
- On the day of the adoption of this decision, the Company meets signs of insolvency (bankruptcy) in accordance with the legislation or the specified signs of him may appear as a result of dividend payment;
- On the day of the adoption of such a decision, the value of the Company's net assets is less than its authorized capital, and the reserve fund, and exceeding the nominal value of a certain charter of the liquidation value of the placed preferred shares or it may be less than their size as a result of the adoption of the specified decision;
- In other cases provided for by federal laws.
Creation of funds. In accordance with Art. 35 of the Law N 208-FZ, at the expense of net profit, the joint-stock company is obliged to create a reserve fund. It is formed by mandatory annual deductions until the size provided for by the Company's Charter, but at least 5% of its authorized capital. The size of annual deductions is also established in the Company's Charter and there can be less than 5% of net profit.
Note. Maximum dimensions Annual deductions and reserve fund legally unlimited.
Example 3. According to the results of 2009, OAO Holiday received a net profit of 900,000 rubles. The authorized capital of the Company is 2,000,000 rubles, the amount of the reserve fund as of January 1, 2009 - 80,000 rubles.
The charter of the joint stock company states that annually in the reserve fund is incremented by 7% of the net profit of the reporting year before reaching the reserve fund of 120,000 rubles. (2,000,000 rubles. X 6%).
Based on the amount of net profit obtained in 2009, the amount of annual deductions to the reserve fund for this year should be 63,000 rubles. (900 000 rub. X 7%). Taking into account such deductions, the amount of the reserve fund will reach the amount of 143,000 rubles. (80,000 rubles. + 63 000 rubles), which exceeds the size of the authorized capital specified in the charter of the joint-stock company, by 23,000 rubles. (143,000 rubles. - 120,000 rubles). Therefore, OJSC "HOLIDA" should be sent to the reserve fund net profit for 2009 only in the amount of 40,000 rubles. (63 000 rub. - 23 000 rubles.).
The reserve fund of the Company is designed to cover its losses, as well as to repay the bonds and redemption of the Company's shares in the absence of other means. It cannot be used for other purposes.
The charter of the joint-stock company may provide for the formation of a special profit of the Special Fund for the Company's Company's Company. Its funds are spent exclusively for the acquisition of shares of the Company sold by the shareholders of this company for subsequent accommodation to employees. Shareholders of the Company may decide on the creation of other funds at the expense of the net profit of the reporting year.
Increase the authorized capital. Based on paragraph 1 of Art. 28 of the law N 208-ФЗ The authorized capital of the joint-stock company can be increased as follows:
- by increasing the nominal value of shares;
- accommodation additional shares.
The decision to increase the authorized capital of the Company by the first way is made by the General Meeting of Shareholders, the second - general meeting of shareholders or the Board of Directors (Supervisory Board) of the Company, if, in accordance with the Charter, it is given to the adoption of such a decision (paragraph 2 of Art. 28 of Law No. 208 FZ).
In accordance with paragraph 5 of Art. 28 of the Law N 208-FZ An increase in the authorized capital of the Company by placing additional shares can be carried out at the expense of the Company's property. An increase in the authorized capital of the Company by increasing the nominal value of shares only due to the property of the Company.
Note. The procedure for assessing the value of net assets of joint stock companies approved by the joint order of the Ministry of Finance of Russia N 10N and Federal Commission in the market valuable papers N 03-6 / PZ dated January 29, 2003. Limited liability companies have the right to use the methodology for calculating net assets intended for joint-stock companies (letters of the Ministry of Finance of Russia dated December 7, 2009 No. 03-03-06 / 1/791, dated December 17, 2008 No. 03-03-06 / 1/696 and from 05/15/2008 No. 03-03-06 / 1/312).
The increase in the authorized capital of the joint-stock company at the expense of its property, including at the expense of net profit, as well as a limited liability company should not exceed the difference between the value of net assets and the sum of the authorized capital and the Reserve Fund.
It should be remembered that with an increase in the authorized capital of the joint-stock company due to its property, through the placement of additional shares, these shares are distributed among all shareholders. At the same time, each shareholder distributes shares of the same category (type) as the shares that belong to it is proportional to the number of shares belonging to it. Increasing the authorized capital of the Company due to its property by placing additional shares, as a result of which fractional shares are formed, it is not allowed.
Example 4. The authorized capital of OJSC "Impulse" is equal to 1,000,000 rubles. and consists of 1000 shares with a par value of 1000 rubles. Society has a reserve fund in the amount of 200,000 rubles. The cost of its net assets is 7,500,000 rubles, and retained earnings - 6,800,000 rubles.
The maximum amount to which the authorized capital of this joint-stock company can be increased is 6,300,000 rubles. (7 500 000 rub. - 1 000 000 rub. - 200 000 rub.).
1. An increase in the authorized capital by placing additional shares.
If the shareholders of Impulse JSC will decide to increase the authorized capital by 6,300,000 rubles. By posting additional shares, then 6.3 additional promotions will be accounted for each share (6,300,000 rubles: 1,000,000 rubles), which is prohibited by paragraph 5 of Art. 28 Law N 208-FZ. Therefore, the maximum permissible amount to which the authorized capital may be increased by placing additional shares will be 6,000,000 rubles., After all, it will then be for 6 additionally posted shares to each action.
2. Increase in the authorized capital by increasing the nominal value of shares.
When making shareholders of Impulse OJSC, decisions about increasing share capital by increasing the nominal value of shares, the cost of each share will increase by 6300 rubles. (6,300,000 rubles: 1000 shares) and will be 7,300 rubles. (1000 rub. + 6300 rub.).
Annual General Meeting of Shareholders decided to increase the authorized capital by increasing the nominal value of shares by 6,300,000 rubles. net profit.
Reference. Goals and causes of increasing share capital
The decision to increase the authorized capital is made by shareholders (participants) of the Company in order to increase its investment attractivenessAs well as in the case when the company intends to do a new activity to which legislation presents special requirements for the authorized capital. So, for example, according to paragraph 2.2 of Art. 11 of the Federal Law of 22.11.1995 N 171-FZ "On state regulation Production and turnover of ethyl alcohol, alcoholic and alcohol-containing products "The production of vodka is entitled to carry out state enterprises, as well as other organizations that have paid authorized capital (charter capital) in the amount of at least 50 million rubles.
Changes in the amount of share capital are subject to state registration. Therefore, the reflection in the accounting records of its increase (decrease) is carried out after receiving the certificate of state registration of changes in constituent documents by the Company.
Repayment of losses of past years. As noted, the direction of the net profit of the joint-stock company to repay its losses of the past years is made by the decision of the General Meeting of Shareholders. In this case, the magnitude of the profit used is indicated in the protocol of the General Assembly. The procedure for using net profit of the reporting year to repay uncovered losses can also be determined by the Charter of the joint-stock company.

Reflection of the distribution of net profit in accounting

So, the net profit received by the results of the fiscal year is sent to the payment of dividends, the creation of a reserve or other fund, an increase in the authorized capital, repayment of losses of past years. It can also be spent on other purposes, such as payment material assistance employees, remuneration to the heads of departments, etc. In addition, the owners of the organization may decide on the accession of the net profit of the reporting year (its part) to the net profit of past years (to capitalize, that is, to expand the expansion of production).
Recall that the amount of the net profit of the Organization for the reporting period in accounting is reflected on the account of the account 99 (the amount of net loss is the debit of this account).
At the end of the reporting year, the account 99 is closed by the final record of December in the Reformation of the Accounting Balance. At the same time, the amount of net profit of the reporting year is debited from account 99 on credit of account 84, subaccount "Retained earnings of the reporting year" (the amount of net loss - in the debit of account 84, subaccount " Uncoated loss reporting year "). Thus, the fact of the emergence itself retained profits It is reflected only at the end of the reporting year when reforming the balance.
Note. Retained earnings (uncovered loss) is the final financial result, identified during the reporting period, minus taxes and other similar obligatory payments established in accordance with the legislation of the Russian Federation of the Russian Federation, including sanctions for non-compliance with taxation rules established in accordance with the legislation of the Russian Federation. This is stated in paragraph 83 of the Regulations on the conduct of accounting and financial statements in the Russian Federation, approved by the Order of the Ministry of Finance of Russia from 29.07.1998 N 34N.
The magnitude of the retained earnings (uncovered loss) of the reporting period is reflected in line 190 "net profit (loss) of the reporting period" of the income statement (form N 2). If the organization has no retained earnings (uncovered loss) of past years and the distribution of net profit on the payment of intermediate dividends, the value of the profits 190 of the profit and loss report corresponds to the indicator of the accounting balance line 470 (form No. 1).

Base for accounting records and their date

The index "net profit", reflected in the income statement for the reporting year, is subject to approval as part of annual accounting reporting. In this regard, the distribution of net profit for 2009 is possible both limited liability companies and joint-stock companies - no earlier than two months after the end of 2009. After all, in Art. 34 of the law N 14-FZ says that the general meeting of the participants of the Company, whose competence refers to the approval of annual reports and annual accounting balancesmust be held no earlier than two months and no later than four months after the end of the fiscal year. And the general meeting of shareholders, the exceptional competence of which is to make a decision on the distribution of net profit and loss of the joint-stock company on the results of a fiscal year, is carried out no earlier than two months and no later than six months after the end of the fiscal year. This is stated in paragraph 1 of Art. 47 law N 208-FZ.
Note. In accordance with Art. 15 of the Federal Law of 21.11.1996 N 129-FZ The submitted annual accounting reports, including the income statement, should be approved in the manner prescribed by the constituent documents of the Organization.
The basis for contributing to accounting records on the distribution of net profit is the protocol of the General Meeting of Shareholders (participants) of the Company. Therefore, before this meeting and compilation specified document Accountant cannot make wiring on the distribution of net profit. Accounting records in this case Produced at the date of the annual meeting, that is, in the period following the reporting period (year).
Note! The moment of records on the distribution of profits on the basis of the decision of the General Assembly
Event after the reporting date is recognized economic activitywho provided or may have an impact on financial condition, cash flow or the results of the organization's activities and which took place between the reporting date and the date of the signing of accounting reporting year (paragraph 3 of PBU 7/98).
The event after the reporting date, indicating about the economic conditions that arose after the reporting date, in which the organization leads its activities, is disclosed in explanations of the balance sheet and the income statement. At the same time, in the reporting period, no entries in accounting (synthetic and analytical) are not produced. If an event occurs after the reporting date in the accounting accounting of the period following the reporting, in general, an entry is made, reflecting this event (paragraph 10 of PBU 7/98).
To such events after the reporting date refers:
- announcement of the size of the annual income of participants in a limited liability company or dividends of shareholders on the results of the company's activities for the reporting year;
- other distribution of profits (including the formation of reserve capital) on the results of the year, produced on the basis of the decision of the General Meeting of Shareholders (participants) of the Company.
An exemplary list of business activities that can be recognized by events after the reporting date are given in Appendix to PBU 7/98.
At the same time, the Charter of the Company may indicate specific goals to which net income should be directed, and the amount of deductions on them is determined. In this case, the accountant has the right to reflect in accounting the distribution of net profit for such purposes on December 31 of the reporting year, without waiting for the decision of the General Meeting of Shareholders (participants). And about the fact of the distribution of profits and specific amounts of deductions, it is necessary to inform the shareholders (participants) of the Company before the annual meeting.

Accounting wiring

In the direction of the net profit of the reporting year, the following entries must be made on the payment of dividends in accounting:
Debit 84, subaccount "Retained earnings of the reporting year", Credit 75-2 "Calculations on the payment of income"
- reflects the debt on the payment of dividends to the participants (shareholders), not workers in the organization;
Debit 84, subaccount "Retained earnings of the reporting year", Credit 70 "Calculations with staff for paying labor"
- Reflects debt on the payment of dividends to the participants (shareholders), which are employees of the organization.
The direction of net profit of the reporting year on the formation of a reserve fund is reflected in accounting by the following wiring:
Debit 84, subaccount "Retained earnings of the reporting year", Credit 82
- Annual contributions to the reserve fund were made.
The increase in the authorized capital of the Company at the expense of net profit is reflected in accounting next record:
Debit 84, subaccount "Retained earnings of the reporting year", Credit 80
- increased authorized capital.
It should be noted that the balance of account 80 must comply with the size of the authorized capital recorded in the Company's Charter. Records on the specified account are produced only after the state registration of changes in the constituent documents of the Organization.
With the repayment of losses of past years, at the expense of net profit of the reporting year make wiring:
Debit 84, subaccount "Retained earnings of the reporting year", Credit 84, subaccount "uncovered loss of past years",
- reached the loss of past years.
When reflecting in accounting, the directions of net profit on the creation of specialized funds (Fund of the Company's shareholders, Fund social sphere, accumulation fund, consumption fund, etc.) It is necessary to pay attention to the following. In the case of the formation of these funds, the organization uses an account 76, opening the corresponding subaccounts to it. Indeed, there are no individual accounts or subaccounts to account for such funds. For example, the creation of the accumulation fund is reflected in accounting on the debit of account 84, the subaccount "Retained earnings of the reporting year", and the account of the account 76, the subaccount of the "accumulation fund".
If, according to the results of the reporting year, the amount of unused specialized funds remained in the account 76, then the accountant on the basis of the decision of the annual meeting of shareholders (participants) on the capitalization of unspent funds of funds reflects the inclusion of the unused part of the Fund into the composition of retained earnings on the debit of account 76, subaccount " "(" Foundation of consumption ", etc.) and on credit account 84, subaccount" Retained earnings of past years. "
Note. Formation due to net profit of special-purpose funds The organization may also reflect the credit of account 84 on the appropriate additional subsecut.
In the absence of this solution, the special purpose fund means continues to be listed on the corresponding account subsecut 76 and their main function does not change.
Accrual to employees payments due to net profit of the reporting year amount of material assistance is reflected by the following entry:
Debit 84, subaccount "Retained earnings of the reporting year", Credit 73
- Accrued material assistance.
The same procedure reflects the accrual to pay employees at the expense of the net profit of the reporting year amounts of remuneration, which are not provided for in employment contracts, for example, according to the results of the year.
Shareholders (participants) of society can solve the net profit of the reporting year not to distribute, but to attach to the net profit of past years. In this case, such an entry is made in accounting:
Debit 84, subaccount "Retained earnings of the reporting year", Credit 84, subaccount "Retained earnings of past years",
- made capitalization of profits of the reporting year.
Suppose, according to the results of the reporting year, the organization received a loss. By decision of the general meeting of participants (shareholders) of the Company, it is repaid due to the unallocated profits of past years, the target contributions of the founders, additional capital (Besides the amount of growth in the value of the reassessment property), the reserve fund, as well as by reducing the size of the authorized capital to the amount of net assets. If the funds for his repayment lacks, then accounting balance Reflected uncovered loss.

As known, the main goal any commercial organization is the extraction of profit. This is not so much about the operating income of the company itself, how many personal incomes of its founders and participants who can be obtained in the form of dividends. Moreover, to receive not only once a year, but once every six months or quarterly. When you can, and when you can not charge and pay intermediate dividends? How to make such a payment correctly? What are the consequences of organizations and recipients of intermediate dividends, if at the end of the year the company has a loss? Answers to these and other questions about intermediate dividends - in our current article.

Profit distribution rules

Thus, the lawmakers significantly facilitated the life of accountants, excluding a preferential rate for dividends from the article by the Tax Code of the Russian Federation for dividends, and thereby reducing the risks of the emergence of various errors when calculating the tax from intermediate dividends.

If at the end of the year there was a loss

After the management announces the need to pay intermediate dividends, an accountant may have another question: what will happen if the year it turns out that the organization has no profit?

As we remember, according to the article of the Tax Code of the Russian Federation, for the purpose of taxation, the dividend recognizes the income received by the participant from the organization during the distribution of profits remaining after taxation. That is, it is not about the "accounting" profits, but about the tax. Explain what it means in relation to different systems taxation.

Tax period for income tax and single taxThe Calendar Year (Article 285 and 346.19 of the Tax Code of the Russian Federation) is recognized as part of the USN. Thus, for organizations that apply these taxation systems made in the middle of the year, the profit distribution may be regarded as the payment of "tax dividends" only if the company will indeed have a profit after tax. Organizations that pay UTIIs are easier because tax period According to this tax, the quarter is recognized (Art. NK RF). So, in the company in "Wmenenka", the intermediate distribution of profits for tax purposes will always be considered a payment of dividends.

But back to the payers who are on the basis of ORN. If such an organization has the size of paid interim dividends, there was more net profit received following the financial year, the difference in tax purposes is recognized as income of participants, but not dividends (letters of the Ministry of Finance of Russia and the Federal Tax Service of Russia). In fact, it will be the very "other payment", which we talked above when we considered the issue of the distribution of profits disproportionately to participants in the authorized capital. And since the payment in favor of the participant occurs without any counter presentation, it is in order to tax purposes, it qualifies as a free property transferred by the participant (paragraph 2 of Art., Section 1 of Art. NK RF).

Since the tax rate on personal income tax for income in the form of dividends is now equal to a total rate of 13 percent, the retraining of payment from dividends to the "other income" for the organization - the tax agent will only mean the need to submit to the clarified 6-NDFL calculations. It is necessary to adjust the calculation for the period in which it was paid specified income, as well as calculations for all subsequent periods, if, in their preparation, this payment was taken into account precisely as dividends. In the refined calculations, it will be necessary to exclude from the lines 025 and 045 of the amount of 1 amounts that are not dividends, and NFFLs with these payments. (It should be noted that if a joint stock company turned out to be a joint stock company, it will also need to submit updated income tax declarations, excluding the section and sheet 03).

Concerning tax consequences For the organization itself, as a taxpayer, in the case under consideration, the retraining of payments of any consequences will not entail, since neither dividends, nor granted property transfers for taxation (paragraph 1 and paragraph 16 of Art. 270, paragraph 2 of Art. NK RF).

As you can see, in a situation where, at the end of the year, in which intermediate dividends paid, the organization received a loss, no catastrophic tax consequences arise. At the same time there is legitimate way Avoid the consequences mentioned above.

So, if the LLC has a retained earnings of past years, then the general meeting (the only participant) may decide that intermediate dividends will be paid through this profits. In this case, payments will retain the status of dividends.

The question of whether the accruals of dividends will be recognized or not, especially important in a situation where payments are made in favor of the participants with which employment contracts are concluded. The fact is that depends on the qualification depends whether it is necessary to accrue on it insurance contributions.

Interim dividends and insurance premiums

As is known, the object of taxing by insurance premiums for organizations recognize payments and other remuneration accrued by payers of insurance premiums in favor of individuals within labor relationship and civil law agreements, the subject of which is the performance of work, the provision of services (paragraph 1 of Art. Federal Law of July 24, 2009 No. 212-FZ; further - Law No. 212-ФЗ). It is clear that dividends (that is, the net profit distributed among the participants of the organization) under this definition does not fall, since these payments are not made within the framework of labor relations or civil-legal contracts. The correctness of this approach is confirmed by the controlling authorities, noting that dividends are not subject to insurance premiums (FSS letter).

However, in a situation where, at the end of the year, the organization forms a loss, the approach to the accrual of insurance premiums to intermediate dividends may change. After all, officials believe that the insurance premiums are subject to, including those payments to employees who are not directly spelled out in employment contracts. According to the controlling authorities, such payments are still produced within the framework of labor relations of workers with the employer, and therefore are related to employment contracts. The exceptions are only those payments listed in Article No. 212-FZ (see the letters of the Ministry of Health and Social Development of Russia and). Guided by such clarifications, the controllers may decide that if the company paid an employee during the year (for example, director) intermediate dividends, and at the end of the year did not receive profits, then the specified payments are not recognized by dividends. And since they are produced within the framework of labor relations, they need to accruize insurance premiums. As a result, the retraining of dividends in payments accrued within the framework of labor relations can lead to the formation of arrears of contributions and appropriate pencils. In addition, you will need to submit updated reporting to the funds.

It should be noted that this year with such an approach can argue, since Law No. 212-FZ does not contain definitions of dividends, and therefore the distribution of profits during the year can be considered the payment of intermediate dividends, even if at the end of the year the company was in a loss. But next year, the situation will change, as the insurance premiums will be accrued and paid according to the rules of chapter 34 of the Tax Code (introduced by federal law; see ""). Consequently, in the future, the term "dividends" will be applied to pay insurance premiums in the sense that the article of the Tax Code of the Russian Federation attaches. Therefore, our advice is simple: if the leadership has absolute confidence in the company's profitability in the year, then it is possible to pay intermediate dividends to the individuals with whom the employment contract is concluded. Otherwise, the payment of dividends is better to get better in order not to pay additional amounts of contributions, fines and penalties.

What is the net profit of the organization to determine dividends? Whether it is necessary to reduce it (increase) on all artificially accrued on 09, 77.99 bills of the amount or simply taken from the form of profit and loss Row of 2300 from it is subtracted by the income tax subject to the budget for the return declaration and it will be the amount For dividends? Thank you.

The source of dividend payment is net income, determined according to accounting data and reflected in line 2400 of the financial results report.

How to determine the amount and procedure for dividend payments

Any income, distributed in proportion to the contributions of participants, shareholders at the expense of the organization's net profit, is recognized by dividends. Dividends may also be revenues received from sources abroad. All this follows from paragraph 1 of Article 43 of the Tax Code of the Russian Federation.

Joint stock companies should define this indicator according to financial statements ().

For Ltd. there is no such requirement in legislation. However, representatives tax Service Recommended to rely on the data of the report on financial results to all organizations. This indicator can be viewed in the line net profit (loss) of this form of accounting reporting (letters of MNS of Russia of March 31, 2004 No. 22-15 / 597, UMNS of Russia in Moscow of October 8, 2004 No. 21-09 / 64877).

An example of determining the amount of dividends due to participants of the Company

The authorized capital of the Alfa Neppecake JSC is 40,000 rubles. A.V. Lviv owns 60 percent of the shares of the organization, and LLC "Trading Firm" Hermes "" - 40 percent. The organization pays dividends quarterly.

According to the report on financial results for the first quarter, the profit "Alpha" after taxation (net profit) amounted to 50,000 rubles. For payment of dividends, participants decided to send 40 percent of this amount.

The total amount of dividends is:
50 000 rub. ? 40% \u003d 20 000 rubles.

From this amount, Lviv is due:
20 000 rubles. ? 60% \u003d 12 000 rubles.

"Hermes" is due:
20 000 rubles. ? 40% \u003d 8000 rubles.

Situation: Is it possible to pay dividends by profits of past years

Yes, you can.

And in civil, and the tax legislation said only that the source of dividend payments is the net profit of the organization. Restrictions, which period, such a profit should be formed, there is no way. This follows from the Tax Code of the Russian Federation, Article 42 of the Law of December 26, 1995 No. 208-FZ, paragraph 1 of Article 28 of the Law of February 8, 1998 No. 14-FZ.

Therefore, if at the end of past years, the profit is not distributed, then it is possible to pay dividends in the current year. This can occur, for example, if the net profit was not used to pay dividends or for the formation of special funds.

The legitimacy of this conclusion is confirmed in the letters of the Ministry of Finance of Russia of August 24, 2012 No. 03-04-06 / 4-256, on March 20, 2012 No. 03-03-06 / 1/133, dated April 6, 2010 No. 03 -3-06 / 1/2 235. Similar conclusions are expressed in the resolutions of the FAS of the North Caucasus District of January 23, 2007 No. F08-7128 / 2006, on March 22, 2006 No. F08-1043 / 2006-457A, the East Siberian District of August 11, 2005 No. A33-26614 / 04-C3-F02-3800 / 05-C1, Volga district dated May 10, 2005 No. A55-9560 / 2004-43.

In addition, dividends can be paid at the expense of the past years, if in the reporting year the organization of net profit was not (a letter from the Federal Tax Service of Russia dated October 5, 2011 No. E-4-3 / 16389).

Situation: In which period is to consider dividends from a subsidiary, if their amount has become known after the end of the reporting year

The answer to this question depends on whether the accounting statements signed or not yet.

After all, if the reporting has not yet been signed, then the distribution of net profit of a subsidiary can be recognized as an event after the reporting date. Then the accrued dividends need to be reflected by the final records of the reporting year. These amounts in income and in determining the financial result for the reporting year. Such an order follows from items, PBU 7/98 and paragraph 6 of clause 1 of the application to PBU 7/98.

If the calculation of dividends became known after the signing of accounting reporting, then include them in the income of the current year. This conclusion can be done on the basis of

An important point of activity of any company is to streamline the separation of "pure" income between co-founders. The procedure should be made. The announcement procedure, accrual and design of the corresponding paper for payments is specified in detail in the same charter.

How do income distribute income?

The profit partition between the company's founders is regulated by Federal Law No. 14-FZ "On OOO" from 08.02.1998. In accordance with paragraph 2 of Art. 28 of this law, profits shared directly proportional to the contribution of the participant in LLC if the charter does not provide for another principle of separation.

The monopoly right to solve the question, how and in what proportions are divided between the participants "net" profit, belongs to the founders. This decision is issued to the Protocolized Approval of the amounts or interest.

The aforementioned Law of the Russian Federation allows a limited liability company to carry out the distribution and accrual of funds left after paying all obligatory taxes, quarterly, half a year or a year.

Features of the profits in LLC

Separation of the amount of net profit remaining after tax is regulated:

• limited liability companies;
• a corporate agreement between the existing composition of the founders of LLC;
• internal regulatory document legal regulation Profit section.

As a rule, in the Charter of the Company initially caused the areas of income distribution:

• expansion of business activities through development and increase production;
• accumulation of funds in the reserve, social, accumulative and other types of internal funds;
• accumulation of funds to eliminate temporary financial difficulties, ensuring normal activities, financing unforeseen costs;
• creature social Fund;
• bonuses of employees of the Company;
• dividend payments to Founders LLC.

Primary accounting And the reporting determines the size of the "clean" profit for the reporting period. The settlement of the issue of the use of profit received in the directions is made by a majority vote at the meeting of all participants in the LLC, which is recorded Protocol.

After reading the video, you will learn the details of the distribution of net profit between the LLC participants - what are the guidelines, accrual cash To its employees.

Profit payment: Terms and Periodicity

Parts of the profit received are paid to the founders and participants of LLC from:

• Societies in the reporting period remaining at his disposal after paying all obligatory payments to the budget;
• the remainder of the retained earnings of past periods.

The basis for the calculations of the amount of payment of profit fees to the founders of LLC is the decision of the meeting of all founders. The decision has legal right if more than 50% of participants are present at the meeting, and it is made by a majority vote.

This provision should be fixed in the Company's Charter in obligatory.

Download the protocol design sample can be.

From the contribution of each participant in statutory capital Ltd. depends the percentage of profit, if the charter does not provide other order.

The above-mentioned federal law is due maximum period By time, when you can carry out the payments of the part of the profits each participant. It is limited 60. calendar days From the date of decision making a general meeting. The statute of society is permissible to change these deadlines towards the reduction.

In most cases, Ltd. is a unified tax payer, therefore it does not have the right to pay a part of the profit in no money.

In the event of various force majeure circumstances, the laid shares of each participant are not paid. This gives the right to the participant to demand its profits for 3 years.

The unclaimed share is returned by the accounting department in retained earnings.

Only the consent of each founder of the LLC provides the right to change the procedure for the use and payment of profits after making relevant amendments to the Charter of the Company.

When payment is impossible?

Any business is created to receive income - this is the irrefutable truth. But naturally, if for the reporting period the company did not led any commercial activities Or got losses, there will be nothing to distribute.

The legislation of Russia (Art. 29 above the named FZ) clearly designated when it is impossible to distribute the profit:

• not all founders have contributed contributions to the Company's statutory fund or not in full;
• the distribution and payment of profits will lead to bankruptcy LLC;
• society is under bankruptcy design;
• outstanding losses of past periods;
• availability unused target credit;
• clean assets do not exceed the authorized capital plus the reserve fund of the Company;
• until that time, the cost of each participant LLC was repaid;
• other cases provided for by law.

After completing all the above-mentioned conditions, the "clean" profit is calculated, which is distributed in the procedure established by the Charter.

How to arrange documents?

The protocol of the meeting of all founders of LLC is confirmed by the decision on the payment of the part of the profit gained during a certain period. Sample proper design The protocol was given above.

Mandatory conditionsReflected in the Protocol:

• protocol number and meeting date;
• location;
• the number of founders present and their share in the authorized capital of the Company;
• FIO of the Chairman and Secretary of the Assembly;
• full list issues under consideration;
• voting results for each issue.

In the decision, it is necessary to specifically specify such information:

• solution number, date of adoption;
• approval of the total amount of profit directed to the payment of founders;
• provided that only part of the profit is sent to payment, it is necessarily indicated, in what purposes are used by a retained part of income;
• the period for which net profit was formed;
• payment timing;
• payment method.

The protocol and the decision made on each issue of the agenda signs the chairman and secretary of the meeting.

How to calculate the amount of interest of each founder?

As a rule, the distribution of profits of the results financial activities For a certain period, the founders are made directly proportional to the contribution of each to the authorized capital of the Company. Such a norm must be enshrined in the Charter.

After the decision of the meeting, the accounting company is preparing a common calculation, which is fixed by the order. An example is given in this table:

The procedure for disproportionate distribution of profits between the founders should be established by the Company's charter with the consent of all interested parties. Another order of such redistribution in the legislation of Russia is not provided. Formula One: First, a change in the Charter of the Company is made in the prescribed manner (registration of changes to the relevant sections), after that, the decision on the distribution of profits. Such an order of actions will be held by the disagreement of the inspection bodies in terms of preferential taxation of participants.

The sample of the order on the distribution of net profit you can.

The quarterly profit distributions are advanced. The final recalculation is carried out according to the results of financial and economic work for the calendar year.

One Founder Ltd.: Profit Distribution

The establishment of LLC with one participant is allowed by the legislation of the Russian Federation. At the same time, the requirement of the FZ "On OOO" logging on the collection of profit shares is preserved. The presence of such a document gives the right to the founder to prepare an order for accrualing and paying funds.

A sample decision on the appointment of income participant LLC can be.

Distribution of past past years

As practice shows, a limited liability company often arises the question of the distribution of profits of several past financial periods. Civic I. tax legislation it is not prohibited.

Conditions should be observed:

• in previous years, it was not directed to the formation of any production Funds;
• the accumulation was produced as "unallocated part of net profit."

If, according to the results of the current year, the profit can be distributed quarterly, 1 time in six months or in general for a year, then the profit of the past years is distributed at the request of the founders at any suitable moment.

The distribution procedure is saved as the same as for the current year. In the protocol, it is necessary to emphasize attention, for what period the distribution is occurring with an indication of the amount retained earlier.

Normative base

Definition, separation, accrual of net profit Founders and participants in LLC is regulated:

1. FZ - №14 and № 208.
2. Tax Code RF, Part 1.
3. State letter of the Ministry of Finance of the Russian Federation.
4. Civil Code, Article 28.

The correct and fair distribution of "clean" profits between the founders and participants is the key to the successful business development. And the correct and competent paperwork will prevent unforeseen legal conflicts and increase the level of confidence between the founders.