Hello! In this article, we will talk about shareholders, their rights and similarities with investors.

Today you will find out:

1. Who is called a shareholder and how does he resemble an investor;
2. How to become a shareholder;
3. What types of shareholders are there;
4. How shareholders can protect their rights.

In the economic sphere, a large number of different terms and concepts. This includes the concept of "shareholder". Who can he be, what are his rights and functions, we will discuss now.

Shareholder: who is he

Classification

Shareholders are most often classified by the size of the shareholding they own.

So, shareholders are of the following types:

• The only ones... All shares are held by one person;
• Majority... A large block of shares allows a person to be a participant in the company's activities;
• Minority... The person owns a block of shares of about 1%;
• Retail... The block of shares owned by a person allows him to have a minimum set of rights: he can be a participant in a shareholders meeting and a recipient of profit.

Each shareholder has not only rights, but also a number of responsibilities. All of them are fixed in the documentation. If the rights of a shareholder are somehow violated, he has the right to protect them.

If the owner owns 1% of the company's shares, he is already a shareholder.

Rights vested in a shareholder

The shareholders of a company have several types of rights.

Their list is as follows:

• The right to profit from dividends;
• The right to participate in the management of the company;
• The right to receive a certain part of the property of the company, if any;
• The right to receive up-to-date information on the activities of the company.

This is how it looks in general terms. In addition to the above, there is the following number of rights: non-property and property.

Non-property type.

• To participate in management activities;
• To participate in the meeting;
• To vote;
• To control the activities of the company.

Property.

• The ability to receive and transfer shares;
• The ability to receive income from shares;
• The right to compensation for damage incurred by the shareholder through the fault of the company.

Labor rights.

We can talk about them when a shareholder works at the enterprise or company in which he is a shareholder. This is a characteristic feature of the societies that were created during the privatization process in the 90s.

By the way, even at present there are many enterprises in Russia whose employees are also shareholders.

In this case, some contradictions arise. A person has a full range of rights, like a shareholder, on the other hand, he is an employee who depends on the activities of the company's management.

It turns out that if the conditions with a person are violated, we can talk about a violation of the rights of a shareholder.

How the rights of a shareholder can be violated

Most often, such violations of rights occur:

• Denial of the opportunity to participate in the meeting;
• They are not allowed to get acquainted with the documentation;
• Do not provide a list of other shareholders.

How rights are protected

Any person who is a shareholder can protect their rights:

• By addressing the general meeting;
• By applying to the courts.

You can use both methods by indicating in your application exactly which of your rights have been violated.

Mechanism for the participation of shareholders in the management of the company

This mechanism looks like this:

• He takes part in the general meeting and votes at it;
• Controls how the society conducts its activities.

Now let's talk in more detail about the meeting of shareholders.

The general meeting is the supreme governing body of the joint-stock company and it includes ordinary shareholders and owners of shares, who are considered privileged. It is collected at least once every 12 months.

The general meeting is divided into 2 types: annual and extraordinary.

On extraordinary issues, they resolve issues that do not tolerate delay - urgent.

On the next, statements are approved, profits are distributed, and so on, that is, they deal with pressing issues.

Questions to be discussed

The meeting decides serious issues that affect the activities of the whole society:

1. Makes changes or adjustments to;
2. Decides whether the company will be reorganized;
3. Appoints a liquidation commission and approves the interim and liquidation balance sheet;
4. Determines how many people will be included in the board of directors (in terms of number);
5. Approves or prohibits the conclusion of transactions of various nature;
6. Approves various internal documentation;
7. Elects the members of the counting and auditing commission;
8. Elects and forms an audit commission;
9. Decides whether to increase or decrease.

Meeting procedure

The meeting of shareholders must be properly organized and conducted. This is a tricky event and needs to be carefully prepared.

Preparation will help avoid the following negative consequences:

• The fact that shareholders will sue for violation of the procedure;
• Incorrect paperwork;
• Enterprise takeover procedures.

The general meeting is the responsibility of the community. It is carried out within one and a half months from the moment the request for its holding is presented.

This requirement includes the issues that will be put on the agenda, and also determines in what form the meeting will be held.

After the board of directors receives this request, a decision is made within five days either to convene a meeting or to refuse to do so. This decision shall be sent within three days to the person who requested the convocation.

Refusal may follow in the following cases:

• The claim was made in violation of the procedure;
• The initiator owns less than 10% of the shares;
• Questions are not within the competence of the meeting;
• Questions violate the legislation of the Russian Federation.

What is the minutes of the meeting of shareholders

It is drawn up within three days after the meeting is held. It is compiled in two copies. The chairman of the meeting and his secretary put their signatures on it.

The protocol must indicate:

• The name and address of the JSC in full;
• Meeting type: annual or out of turn;
• In what form is it carried out;
• The date on which the list of meeting participants was drawn up;
• Date of the meeting;
• The place where the meeting is held;
• Agenda;
• The time when the meeting was open and closed;
• The time when the counting of votes began;
• How many votes were cast for each voting option;
• Decisions that were taken on each issue;
• Key points of speeches and details of each speaker;
• Signatures of the chairman and secretary;
• The date on which the minutes were drawn up.

As a result, we see that all points of the protocol are regulated by law in some detail. But traditionally more attention is paid to the content of the protocol than to the rules for its execution.

The minutes of the meeting must be accompanied by the minutes of the voting results. Note that the results of voting on any issues must always be recorded.

In addition, the meeting of shareholders, which is annual, cannot be held in absentia. It is carried out only in person.

Minutes of general meetings need not be numbered. If a second meeting is held within one year, then its minutes are numbered, the first number is not put down.

When it comes to the date of the minutes, it is the date when the meeting was held, and not the date when the minutes were signed (these events can occur on different days). At the same time, keep track of the correctness of the wording of the questions on the agenda.

Shareholder income

This concept includes two others:

• Dividends. This is income from the activities that the company conducts;
• Capital gains. Its main expression is the change in the value of shares.

By to a greater extent, the formation of income occurs due to the first concept, dividends. It follows from this that the more shares you have, the more more income You'll get.

Dividends can be expressed in a specific amount or in percentage... Moreover, this indicator is regulated by statutory documents and the decision of the board of directors.

Dividends are classified according to several characteristics:

• If you have preferred shares, then you will receive your dividends first, and if the company is suddenly liquidated, then your rights will be in priority;
• By the period of payment: paid once every 12 months, once every 6 months and once every three months;
• By way: in the form Money and in the form of property;
• By volume: full and partially paid.

You will only receive capital gains if the shares are sold at a higher price. If this does not happen, then the income is unrealized. Capital gains can even be negative when the shares were sold at a price lower than they were bought.

In general, your income as a shareholder is directly dependent on how efficiently the company operates. And you will receive income when the company is working in a plus, that is, it has no losses.

Simply put, your profit is not guaranteed, therefore, the purchase of any securities always has certain risks.

What investors and shareholders have in common

First of all, we note that there is no difference between these two concepts. Let's take a look at the example of the Gazprom company. The shareholders of this company and those people who decided to develop it are, in fact, the same citizens, but only if we are talking about small capitals.

Since they are different, they also include the purchase of shares, so the similarity between an investor and a shareholder is simply colossal.

Meetings of shareholders for those who own shares and for investors are held periodically, but whether to participate in them or not is a private matter for everyone.

As for dividend payments, the majority of shareholders and investors who invest small amounts, this is not expected. They prefer to seize the moment when stocks rise in price and sell them, and earn money on the difference in rates.

But this is relevant only if large sums of money have not been invested, large participants have more ambitious plans.

Many people think about this type of earnings, but do not dare to take the first step.

We will tell you how to become a shareholder and not lose money:

1. Technically, there is no difficulty in this. Contact a broker who will open your account and buy stocks. To open an account, you must provide only a passport, but also pay the broker his commission: 0.5% of the amount of purchased shares.
2. If you are not playing professionally, then count on a long investment period, at least five years. During this period, the price will fall several times and rise again. But experts note that over a long period of time, the profitability of stocks exceeds inflation by 2 times.
3. Which stocks to buy? If you are not a professional, then become a shareholder in those companies whose services you use yourself. For example: Sberbank, McDonald's, Coca-Cola. The latter, by the way, are steadily growing in price, regardless of the economic situation.
4. Bonds are less popular, but you can give them a small place in your investor portfolio. Everything is simple here: you give the company funds, it gives you a bond, which indicates the maturity date and face value.
5. Stocks, and indeed securities in general, are a risky instrument. There is no guarantee that they will bring you income in the near future. No one has insurance against falling stocks in the market. Therefore, it is only worth the money that you will definitely not need for a long time. But even in this case, do not invest everything, preferably about 30% of your money.

Conclusion

So, let's summarize. Today we told you about who shareholders are and how they are like investors. We hope that this information and the given recommendations will be useful for you both in theoretical and practical terms.

New tricks of phone scammers that anyone can fall for

Buying shares

1. Types of shares

There are shares of the following types:

1.1. Ordinary share: one share entitles one vote at the general meeting of shareholders. The amount of the dividend (income) received on it depends on the results of the company's work for the year and is not guaranteed by anything else.
1.2. Preferred share: the owner has no voting rights at the general meeting of shareholders. The privileges consist in the possibility of obtaining a guaranteed income on it, regardless of the results economic activity society, and in the right of priority payment of the value of shares at their market rate upon liquidation of the company. The guaranteed income can come in two forms. At the first, the dividend is paid as a fixed percentage, and the share itself acts as a convertible bond (we will talk about them in the next section). The second involves the payment of a superdividend to the owner of a share if the amount of the dividend on a common share exceeds the established dividend rate on a preferred one.

1.3. Registered share: information about the owner is registered in the register of the joint stock company. Only the owner of whom there is a corresponding entry in the book indicating the time and number of acquired shares is recognized as a shareholder. Registered shares can be either simple or preferred. This type of paper is widely used, say, in Japan, Great Britain. Its undoubted advantage is the ability to control the flow of equity capital and the concentration of securities in the hands of individual shareholders. The disadvantage is the complication of the treatment process. Bearer shares are deprived of this disadvantage - the opposite of registered ones.

1.4. Bearer share: can be simple or preferred. But, unlike the previous one, it allows free purchase and sale on the secondary market without the need to register a new owner somewhere.

By purchasing a share or block of shares, an investor becomes a shareholder of this company and receives the corresponding number of votes at the general meeting. It is logical to assume that, having bought more than 50% of the shares, he acquires complete control over the society. Such a block of shares is called a controlling one. Due to the large "dispersion" of shares among their owners, the size of the controlling stake is often significantly less than half. Sometimes, to obtain full control over a joint-stock company, it is enough to purchase less than 1% of the total number of shares issued by it. In general, the larger the JSC and the greater the number of its shares, the smaller the relative size of the controlling stake. For medium-sized societies, it is about 20%.
The issues of obtaining control over the company by an individual investor, a group of investors or other joint-stock company are strictly regulated by law. The main purpose of this regulation is to exclude the formation of monopolies and to protect competition. The main focus is on the processes of mergers and acquisitions of companies. Buying shares on the secondary market for the purpose of acquiring control over the company or selling the collected block of shares to a third party is prohibited. At the same time, buying up shares differs from the usual buying of them, even if on a large scale.
Stock securities provide their owners with the right to claim or participate, as well as the right to receive income. They are, as it were, a reflection of real funds - their representatives. Like banknotes, stocks and bonds are made from special grades of paper with the use of various security measures to prevent counterfeiting. The reports of the discovered facts of forgery of shares still appear on the pages of the press. And it is not surprising: after all, the price of one share in a society that is on the rise can be much higher than the face value of the largest banknote.

2. Share price

In addition to the number of the share, the name of the company that issued it and other data, the share price is indicated - the so-called nominal price. However, in the conditions of the securities market, this value is almost irrelevant, since the true price of a share is set by the market itself and only the market. Therefore, in the United States, in a country where the joint-stock form of ownership is the main one, the shares issued into circulation do not carry any information about their par value. It is simply indicated that the capital of a joint-stock corporation is divided into N parts (shares).
But even if the par price is indicated, this does not mean that the share will be sold at that price when issued. When placed on the market, shares are sold at the so-called issuing price, which may be the same, or may differ in one direction or another from the nominal price. The book price of a share is also known, which is determined on the basis of the difference between the value of the property owned by the JSC and other valuables and the amount of its debts, ie, the value of its real capital. So, speaking about the price of a share, one should distinguish between:
- the nominal price, which is indicated on the paper itself;
- the issue price at which it is sold on the primary market (issued);
- the market price (rate) at which it is quoted (estimated) on the secondary securities market;
- the balance sheet ("book") price determined on the basis of the documents of the financial statements of the JSC.

3. Dividend

The word dividend is of Latin origin. It literally means "part of the division." In our case, we mean the part of the profit received for the year, attributable to one share. It is paid by dividing all distributable profits by the total number of shares. To be more precise, first, from the distributed share of profit received for the year, the amount is withdrawn to pay income at fixed rates to the owners of preferred shares. And only then the remaining share of the distributed profit is divided by the total number of ordinary shares.
Dividend is the main indicator that affects the market price of a share. It can be viewed as a reward to a shareholder for the risk to which he is exposed by investing in the securities of a given JSC. The value of a share lies in its ability to bring dividends for an unlimited time, as long as the joint-stock company itself exists. The size of the share of the profit to be distributed and the dividend payment regime form the basis of the so-called dividend policy the management of the joint-stock company. Its general outline (developed at the general meeting of shareholders. Based on the data of the annual report and the profit distribution plan, the meeting participants decide the following main issues:
-what part of the net annual profit to pay in the form of dividends;
-what part net profit direct to the development of joint-stock companies and to reserve funds;
- whom to elect to the management bodies of the joint-stock company and how to thank the former managers for the results achieved by the company.
So, the net profit received by the JSC based on the results of work for the year, after deducting taxes from it, is divided by:
-distributed profit (used to pay dividends);
- undistributed profit (goes to the formation of reserve and other funds, to the development of joint-stock companies).
Dividends can be accrued quarterly, once every six months, once a year. Its value is expressed either in monetary terms (for example, 5 rubles), or as a percentage of the share price. At the same time, they talk about the dividend rate.
The management of the JSC should pay Special attention issues of regularity of dividend payments and their value. It is believed that a well-functioning society is constantly paying increasing dividends from year to year. The growth rate of the dividend may be purely symbolic, but it should still grow. A joint-stock company is obliged to organize its work in such a way as to be able to pay dividends, even if no profit from economic activity is received for the year, even if the current year is reduced to losses. In this case, dividends are paid from the reserve funds.
As soon as the annual growth of dividends freezes or, worse, it goes down, the main indicator of the JSC's activity - the price of its shares - falls rapidly. Moreover, the rate of change in the share price on the market, as a rule, is higher than the rate of change in the amount of dividends paid. (Dividends increased by 10% for the year, the exchange rate - by 20%).

4. Income of shareholders on shares

Shareholder income consists of two components:
-dividend per share,
- change in the market value of the stock.
Therefore, they talk about the total yield of a particular security. It is calculated as follows .. Let the dividend rate be set at 10% per annum, and the rate during this time has decreased by 5%. Then the total stock return will be 10% + (-5%) = 5%.
The state of affairs of joint-stock companies in the securities market is judged by the following main indicators:
- the ratio of the market value of a share to the net profit per share;
-dividend per share;
-net earnings per share (dividend + capital gains of the joint-stock company).
Of these indicators, perhaps only the last one directly reflects the actual results of the JSC's work for the year, since dividends may be paid, at least in part, not from the company's annual profits. As for the market value of a share, this value is formed under the influence of the elements of the market and often has a weak connection with the size of the real capital of the joint-stock company.
For this reason, the total market value of the company's shares is called fictitious capital. It can be more or less depending on the market situation and the state of affairs in society. But the higher the stock price, the better the position of the joint-stock company and the wider its possibilities of attracting additional capital.
The stock price on the stock market depends on the lending rate, in other words, the fee for which you can take out a loan. In market conditions, interest rates vary depending on the state of affairs in the country's economy. The higher they are, the more expensive the borrowed money becomes, and the more difficult it becomes to conduct business affairs of a joint-stock company.
So, the stock price falls when interest rates rise and rises with an increase in dividends paid. For example, an investor buys a share in a company at the issue price of 100 rubles. Let the lending rate in the country be 10%, and the dividend per share is 12 rubles, that is, the dividend rate is 12%. Then, the stock price will be equal to:
RUB 100 X 12% / 10% = 120 rubles.
The real exchange rate is formed under the influence of a much larger number of variables, and it is impossible to describe it strictly mathematically. But to show how the two main factors affect it, we have neglected the rest.
So, according to the exchange rate difference, the investor bought 120 rubles - 100 rubles. = 20 rubles, or as a percentage-20%. Under these conditions, the total EPS was 20% + 12% = 32%.
But that is not all. After all, only a part of the net profit received by the company went to the payment of dividends. Therefore, the share of retained earnings per share remaining in the ownership of the JSC - the so-called capital gains - can also be considered as income. If used correctly, it will allow you to expand production and reach even higher levels of profit.
Hence it follows that in order to receive full profit from the company's activities, it is necessary to invest in its shares for a long time. Only then can you choose all the profits?

5. Speculators and investors

There are two types of investors known: so-called gamblers and long-term investors. It is difficult to say which approach is preferable. In addition, one of them does not completely exclude the other, and in the conditions of a specific situation, you can always change tactics.
"Players" rely primarily on profits based on exchange rate differences. Stock prices in the conditions of the stock market can change rapidly - within hours or even minutes. In such conditions, the investor's ability to correctly foresee the direction of the rate change determines the very possibility of making a profit in the process of buying and selling shares. The word “speculator” has Latin roots, it means “one who knows how to evaluate, foresee”. The speculative interests of investors have a very large impact on the stock price.
The rate of change in exchange rates is much higher than the rate of change in dividends. Therefore, the possible gain on the exchange rate difference can far exceed all the total income of the patient "harvesters" of dividends. But the same speculative nature of operations threatens with significant losses in case of failure. The risk to which players put their investments significantly exceeds the natural risk of long-term investors.
All investors who gamble on exchange rate differences are divided into two main types: those who expect a decline in rates (they are called bears) and those who expect that prices will rise (these are bulls). The bull and bear symbols are known all over the world and are used to denote the exchange itself and the concept of stock speculation. A bear nauseating from top to bottom (falling prices) and a buffalo raising it on horns (raising them) are the subject of interest of many artists. A variety of flat and sculptural images of them often decorate interiors public buildings and personal accounts, and more often the bull is shown fighting the bear.
And this is not accidental, because in essence it reflects the game of supply and demand, resulting in a leveling out of the situation. If someone, anticipating a fall in stock prices or other values, begins to sell them "bearish", then in order to make a deal, there must be a buyer who thinks "bullish". Otherwise, the deal will simply not take place.
Upward or downward interests around the stock price of a particular company may collapse for various reasons. Among them; deterioration of economic indicators, outlined labor conflicts, or, on the contrary, a breakthrough to a new technology, receiving an offer to take over from a more powerful company (leads to an increase in stock prices). When it comes to the attitude of investors to stocks in general, as to an instrument of the stock market, then the reasons for the change in their rates should be sought already in the state of the country's economy.
At the same time, various indices of stock prices or stock indices act as indicators of such a state. A number of them are calculated as real indices, i.e., relative indicators. Such indices show state of the art share prices relative to some of their base value that took place in the past. Others are a simple sum of the average market prices of a particular group of shares, sometimes adjusted with a divisor to account for the influence of the shares of other companies. The value of the correcting divider changes periodically. The selection of shares of various companies for inclusion in the index was made either by industry (twenty largest transport companies, fifteen public service corporations), or by their scale or significance for the country's economy. As a rule, a country is dominated by one, at most two stock price indexes, in the same way as one dominant stock exchange stands out.
Moreover, assessing the state of the country's economy in the media, indicate the current value of this key index and its change relative to the previous day. In business newspapers, changes in stock indexes are reflected with an accuracy of the hour, and sometimes even by the minute. In general, the total number of stock price indexes is quite large. Each of them is used to display the situation in a given sector of the stock market. The most famous in the world are the following stock price indices:
- Average Dow Jones index (for 30 industrial corporations) - USA, New York Stock Exchange;
-Nikkei Medium - Japan, Tokyo Stock Exchange;
-100 shares - Great Britain, London Stock Exchange;
-The Straits Times - Singapore, Singapore Stock Exchange;
-Hang Seng - Hong Kong, Hong Kong Stock Exchange, etc.
In order to assess how effective a JSC is as a long-term source of income, it is necessary to pay attention to the amount of capital growth, determined by comparing two indicators: dividend per share and earnings per share. If the top management of a JSC directs the bulk of the profits earned to pay dividends, thus creating the illusion of achieving high results among shareholders, and saving on researching prospects and creating reserves, "robbing" the future, it is hardly worthy of re-election for the next term, and such a company - placing money in its shares. Lacking reliable reserves, sooner or later, when market conditions become more difficult, it will show its inability to maintain high indicators, and then the price of its shares will rapidly roll down. It will be more difficult to get rid of them. It is better to do this in advance, when unhealthy phenomena are detected. IN modern conditions the vast majority of enterprises cannot do without borrowed money for the conduct of economic activity and its development. At high rates loan interest the possibility of obtaining and servicing a loan is complicated: it is more difficult to compensate for the debt. At the same time, they talk about "expensive" money. With a decrease in rates, money becomes cheaper, and economic life becomes more active. Manipulation interest rates- a powerful lever for regulating the economy and combating inflation. But whatever the external conditions for obtaining a loan for a particular JSC, from the investor's point of view, the main thing is:
- the amount of debt,
- its structure (the ratio of short-term and long-term types of debt).
To assess them, a number of indicators are used, calculated from the data of financial statements.
Reporting data of this kind are required to be published annually or quarterly by all JSCs that go out with their shares. stock market... Specialists are involved in calculating and analyzing these indicators. When choosing a paper for purchase and assessing its quality, an investor should remember the need to take into account the size and nature of the JSC's debt and, if necessary, request this data from the consultants he uses. Overwhelmed by inconvenient to service debts, an economic mechanism is a bad object for your money.
The inevitable result of the company's excessive debt is the loss of confidence among business partners in its solvency, a deterioration in reputation and, as a result, a drop in the share price. But worst of all, the position of society in the market becomes vulnerable. After the stock price falls, it becomes cheap. And this instantly attracts the attention of other joint-stock companies - owners of powerful reserves. There is a threat of absorption.
If a society is not able to manage with its own reserves and enters the loan capital market, it is important to correctly build its policy on it and foresee the development of events. A special role in this belongs to the management of the JSC.
Much, if not all, depends on the members of the top operational management of the AO. They implement not only the policy in the field of loans, but control and determine the future of all spheres of society, without exception. Its very existence depends on their competence and ability to see the future. The competent policy of such leaders will allow them to hope for the stability of income in the future.
Thus, the business, as well as the personal reputation of managers is closely related to the level of your income.

6. Three main groups of AO

6.1. Growing societies. These include newly formed as a result of the issue and placement on the primary market of the company's shares. As a rule, these are low-income or even unprofitable enterprises. They can afford not to pay dividends. The price of their shares is determined mainly by the speculative interests of investors and can reach otherwise unjustified heights. As a consequence of low profits and high rates, many of them are characterized by an unusually high value of one of the most important exchange indicators - the ratio of market value to net income. Its value can reach a few thousand. The possibilities of obtaining loans for them are extremely limited. This group is characterized by a high level of bankruptcies. But at the same time, the profit of the investor due to the growth of the exchange rate with luck can be hundreds or even thousands of times higher than the initially insignificant funds invested.
6.2. Sustainable Growth Societies. The sales volume reaches tens of millions. Significantly better, albeit still limited, conditions for obtaining loans (under more high percent, smaller volume). Additional own reserves are beginning to form in the event of a prolonged decline in the market environment. The basis of the investor's income is the growth in the market value of their shares. Such companies are also called joint-stock companies with small capitalization.
6.3. Mature joint stock companies (profitable type). Have access to all sources of funding. Our own reserves allow us to survive almost any crisis period in the country's economy. Stocks are very reliable, pay big dividends, but just as expensive.
It is impossible to draw a hard line between these groups. Individual deviations from the general laws inherent in a group in the activities of a particular society are not excluded. Nevertheless, the investor's ability to correctly determine the stage of development of a joint-stock company will allow him to correlate his requests with reality and even predict the situation in some way.

7. Important information for the investor

This is an annual report, balance sheet, profit and loss account, prepared by the board of the joint-stock company for the general annual meeting of shareholders. They are directly trained by public relations specialists in conjunction with representatives of the financial services of the society. At the same time, it is natural to strive to present society in a favorable light for it.
The annual report should contain all available data regarding the state of affairs in the JSC as in the enterprise in which the shareholders' funds are invested. They also have the right to information that gives the investor an idea of ​​the position of their society in the industry, as if against the background of its main competitors.
Very important in the report is information on current production and financial indicators, on the nature of their change over the past several years, as well as on prospects for the future.
Without fail, the report contains data on the personnel of all governing bodies of the company. Annual and sometimes quarterly balance sheets and the profit and loss account are purely financial documents. But, if desired, an ordinary investor can also get from them a lot of useful information about a given company: data on the fixed and circulating capital of the company, on its share capital and long-term loans taken; about the size of the distributed and non-distributed profit. An elementary comparison of these data with each other and with the same data for previous years will allow even an inexperienced investor to draw a correct conclusion about the state of the joint-stock company.

8. Three sources of receiving and spending money

In essence, society has three sources of funds:
-reduction of assets (total fixed and circulating capital) - takes place either in the event of a forced sale of part of the funds, or with an improvement in their internal structure;
- growth of liabilities - as short-term (to ensure current activities) and long-term;
- growth of equity capital - new issues of shares or sale of a part of the reserve block of shares, undistributed profits.

Three and directions for the use of funds:
-increase in assets - expansion of economic activity;
- debt reduction - debt repayment;
-decrease in equity capital - buying up their shares on the secondary market.

Already from this, not so deep analysis, one can draw conclusions that are very important for oneself about the prospects for the profitability of the securities of this company. Its results will become even more informative if the numbers from the balance sheet and income statement are compared with the average values ​​of indicators for similar firms in the industry. Although it is useful to know that the company's profit for the year amounted to 10 million rubles, it will be much more important to find out that a competing joint-stock company receives the same amount of profit with half the number of employees at its enterprises or having at its disposal significantly fewer assets. In addition, it is very important to take into account the nature of the change in indicators over time - their dynamics.
Let the profit of one joint-stock company be greater than that of another, but if the profit of the first company has changed little or even fell in recent years, while the profit of the second has been growing steadily, it is logical to assume that it is the second company that is more attractive to the investor.
Finally, you should evaluate how the growth in profits is ensured. Is it not a consequence of an unjustified increase in the debt of society? The total number of indicators that can be calculated on the basis of the discussed documents is large, but only a few of them are of real interest to an investor.
From the press, you can glean not only abbreviated versions of annual reports, but I have a lot of information about mergers and acquisitions of companies, job transfers in their composition, current and prospective transactions.
A very special source of information about joint-stock companies are special reference books. In them, societies are grouped by industry. Within the sectoral areas, they are divided into several groups depending on their size or other characteristics.

9. Types of financial indicators of JSC

The financial positions of the companies united in this way are assessed using indicators, which, in turn, are reduced to four main types:
- liquidity indicators: they allow you to assess the ability of the company to pay off debts as they become due, as well as its solvency in business transactions when making payments to suppliers;
- turnover indicators: are a measure of the quality of the company's capital, characterize the "speed" of the business cycle at its enterprises;
- indicators of raising funds: characterize the debt of the company, its financial dependence on raising money from outside;
- indicators of profitability: a group of rates of return that allow assessing the profitability of the company's operations, gains in earnings per common share.
For each coefficient or indicator within a specific group of companies, three values ​​are given: upper, lower, average.
However, these values ​​do not take into account the fact that many societies have a ramified structure and are engaged in production in a number of industries, and not in a single one. Nevertheless, they make it possible to assess the position of a particular joint-stock company against the background of similar companies from this group.
An analysis of all these indicators is necessary mainly in order to identify weaknesses in the work of the economic mechanism. Once they are discovered, it remains only to find out their reasons.
It can also help predict the possibility of bankruptcy. Typically, two to three years before the full insolvency of a firm, there is a sharp deterioration in its financial performance. There is also a group of special five coefficients that make it possible to predict bankruptcy cases.

10. Evaluation of the prospects of contributions to stocks

So, when assessing the prospects for deposits in the securities of a particular company according to the data of its reporting documents or taken from special reference books, it follows:
- take into account not individual values ​​of the coefficients, but consider them in the entire set of the given data;
- to consider the current values ​​of the coefficients in comparison with their values ​​for a number of previous years - to follow the trends;
-compare the indicators of the assessed company with similar indicators for other JSCs from this group, with the average and extreme values ​​of these indicators for the industry as a whole;
-determine the prospects for the development of the entire industry (changing technologies, conditions of competition, methods of implementation).
In addition to special financial directories, very detailed general directories are published. From them, you can get almost all the necessary information about the JSC you are interested in. In them, the data is grouped into sections:
-information of a general nature: name and address of the company, belonging to a particular industry and nature of production, credit rating, sales volume, number of employees, size of equity capital, general condition and development prospects;
- information received from the suppliers of JSC: characterizes the accuracy in paying bills and the maximum size of loans for the year;
-Last balance;
- biographical data of managers: their track record, breadth of business connections, past financial difficulties, succession in leadership, opinions of other people about them;
-Detailed information about economic activities: the approximate number of buyers or customers, the number and composition of personnel, production facilities, sources of raw materials, the proximity of sales markets, the presence of competitors.

Today, almost all the necessary information about the JSC of interest can be found on the Internet, on the websites of the JSCs themselves, their partners and competitors.
Taking into account all the information, it is possible to accurately assess and predict the position of the society itself in the near future. But it is extremely difficult to predict the situation on the market for a long time - its conjuncture. It is a very volatile environment. Market economy subject to short and long term fluctuations. They are never the same, do not obey any patterns and are reflected in different ways in different industries and regions. It follows that the state of any society in the long run is unpredictable.
But not everything is so sad. First of all, one should not forget about the reserve opportunities of the securities market. Investments can be promptly transferred to another type of paper or balance some securities with others.

What fines threaten those who start repairs in their apartment

Dividend any income received by a shareholder from an organization in the distribution of profit remaining after taxation (including in the form of interest on preferred shares) is recognized on the shares (stakes) owned by the shareholder in proportion to the shares of shareholders in the authorized capital of this organization.
Features are defined by Art. 214 of the Tax Code of the Russian Federation. tax code RF prescribes to taxpayers independently determine the amount of personal income tax for such income (with respect to each amount of dividends). But if dividends are paid by a Russian organization, then it is she who is obliged to calculate and withhold tax, in other words, perform the functions of a tax agent.
Tax rate for this type of income is 9%, but only for resident taxpayers, for non-residents the rate is 15%.
Some citizens receive dividends from sources outside of our country and pay the corresponding taxes in the countries where they receive income. However, this does not mean that such income is exempt from taxation in Russia.
The amount of personal income tax that will have to be paid in our country can be reduced by the amount of tax calculated and paid at the location of the source of income. But this will only work if the source of income is in a foreign country with which an agreement (agreement) for the avoidance of double taxation has been concluded. If there is no such agreement, you will have to pay tax both in the country where the income was received and in Russia.
In the case when the amount of tax paid at the location of the source of income exceeds the amount of personal income tax calculated in accordance with Ch. 23 of the Tax Code of the Russian Federation, the resulting difference is not reimbursed to the taxpayer.

Income from operations with shares

Individuals who sold securities during the year, both traded and not traded on the organized securities market ( stock exchange), have to . The tax will be calculated according to the rules of Art. 214.1 of the Tax Code of the Russian Federation. Whether a security is tradable or not is determined at the date of its sale.
Income received by a tax resident from transactions with securities is subject to personal income tax at a rate of 13%.
The tax base for transactions with securities is recognized as a positive financial result for the totality of the corresponding transactions, calculated for the tax period.
In turn, the financial result is calculated using the formula: income minus the corresponding expenses.
Income from operations with securities is recognized as income from the sale of securities received in the tax period. The costs by the amount of which income from the sale of shares can be reduced are defined in paragraph 10 of Art. 214.1 of the Tax Code of the Russian Federation. These are documented and actually incurred by the taxpayer expenses associated, in particular, with the acquisition, sale, storage and redemption of securities. The list of expenses mentions, for example, amounts paid in accordance with a securities purchase and sale agreement; costs of payment for services rendered by professional participants in the securities market; exchange fee (commission); tax paid by the taxpayer upon receipt of shares by way of donation in accordance with clause 18.1 of Art. 217 of the Tax Code of the Russian Federation, etc.
When determining the size of the tax base, the taxpayer has the right to receive tax deductions when carrying forward to future periods losses from operations with securities traded on the organized securities market and with financial instruments of forward transactions traded on the organized market.
If the shares of a company that previously increased authorized capital ... Often, joint stock companies resort to the procedure for increasing the authorized capital. The authorized capital of the company can become larger, in particular, by increasing the par value of shares. In this case, the previously issued shares are converted into shares of the same category (type) with a higher par value. In this case, the shares that are convertible when the par value of the shares changes, as a result of such conversion, are canceled. Further, the shareholder may want to sell the "risen" shares.
The Ministry of Finance of Russia, in a Letter dated February 25, 2011 N 03-04-05 / 4-119, explained that in such a situation, the income from the sale of shares received by individuals with an increase in the authorized capital of an organization is the amount of money received by the taxpayer under the sale and purchase agreement. Expenses related to the acquisition of shares owned by the taxpayer prior to their exchange (conversion) are recognized as documented expenses.
If shares previously purchased for privatization checks (vouchers) are sold. Some citizens were able to purchase shares of enterprises using privatization checks issued in 1992, which at present can be profitably sold. What will be the taxation procedure for income from such a transaction?
Federal Tax Service of Russia in Moscow in a Letter dated 06.08.2010 N 20-14 / 4 / [email protected] drew the attention of taxpayers to the following: when determining the base for personal income tax when receiving income from the sale of securities purchased for vouchers, the cost of their purchase is determined based on their market value at the date of sale for vouchers.
In the absence of a market value for shares of privatized enterprises, the costs of their acquisition may be determined based on the par value of the vouchers transferred for these shares, or on the basis of the price of vouchers agreed by the parties to the agreement on the sale of shares for privatization checks.
The Letter clarifies that the amount of income received from the sale of shares purchased for vouchers can be reduced by the amount of their market value at the time of sale for vouchers or by an amount calculated based on the number of vouchers transferred in exchange for shares and their par ( contractual) cost, as well as for the amount of expenses for payment of the value of shares at the expense of funds from a personal privatization account, if it is possible to document such expenses.
In addition, the Letter states that clause 5 of the Decree of the President of the Russian Federation of 14.08.1992 N 914 established that vouchers issued in 1992 had a nominal value of 10,000 rubles.
In our opinion, speaking of the nominal value of privatization checks, it is imperative to take into account the denomination of 1998 and calculate the amount of expenses based on the value of the privatization checks as amended.
The Letter also states that the amount of income received from the sale (sale) of shares may be reduced by the amount actually incurred and documented expenses associated with the storage and sale of these securities.
If shares are sold forcibly... A person who has become the owner of more than 95% of the shares of the JSC has the right to redeem the said securities from the remaining shareholders - the owners of the shares of the open joint-stock company, as well as from the owners of equity securities convertible into such shares of the JSC.
Forced redemption of shares from minority shareholders must be carried out in due course, in compliance with the requirements of the law at each of its necessary stages, in reasonable time and while ensuring effective judicial control - in order to protect the rights of minority shareholders as a weakness in corporate relations, which makes it mandatory for the courts considering cases on challenging decisions regarding the forced redemption of shares or the emergence of a right to it, as well as on compensation for losses incurred in due to the improper determination of the price of the redeemed shares, all circumstances that may indicate a significant violation of the requirements of the law or abuse of rights and thereby affect the establishment of a fair price for the redeemed shares (Definitions of the Constitutional Court of the Russian Federation of 03.07.2007 NN 681-O-P, 713-O-P, 714-O-P).
The redemption of securities is carried out at a price not lower than their market value, which must be determined by an independent appraiser. The owner of the shares who does not agree with the price of the securities being repurchased has the right to apply to the arbitration court with a claim for compensation for losses caused in connection with the improper determination of the price of the securities being repurchased. A claim may be brought within six months from the day when the owner of the securities learned about the write-off of the securities being redeemed from his personal account (depo account).
The Ministry of Finance of Russia, in Letter dated 05.10.2010 N 03-04-05 / 2-591, explained that the income received by the minority shareholder as a result of the repurchase of shares from him is his income from the sale of securities (and not compensation for losses). Therefore, it is subject to taxation in accordance with the provisions of Art. 214.1 of the Tax Code of the Russian Federation, i.e. in the generally established order.
A person who becomes the owner of 95% of the shares of a JSC is obliged to pay for the securities to be repurchased using bank details or by postal order at the address indicated in the statements of the owners of the securities (included in the list of owners of the securities to be repurchased, drawn up as of the date specified in the request for the repurchase of securities) ...
If the applications from minority shareholders are not received within the prescribed period or the applications do not contain the necessary information about the bank details or the address for the postal order, the funds for the redeemed shares are transferred to the deposit of the notary at the location of the JSC.
Does the fact of transferring funds to the notary's deposit mean that the minority shareholder has already generated income?
As the Ministry of Finance of Russia explained in Letter dated 23.08.2010 N 03-04-05 / 2-491, when an organization transfers funds to a notary's deposit, the taxpayer still does not get the opportunity to dispose of these funds and, accordingly, he does not receive income either. The date of actual receipt of income in cash is determined in accordance with paragraphs. 1 p. 1 of Art. 223 of the Tax Code of the Russian Federation as the day of its payment, including the day of transfer of income to the taxpayer's accounts in banks or, on his behalf, to the accounts of third parties.
In the case under consideration, the date of actual receipt of income when repurchasing securities will be the day the taxpayer receives these funds from the notary's deposit, including the day the funds are transferred to the taxpayer's bank account.
Inherited shares... According to Art. 1176 of the Civil Code of the Russian Federation, the inheritance of a participant in a joint-stock company includes the shares that belonged to him. The heirs to whom they have passed become members of the joint stock company. However, many heirs prefer to sell their shares.
It is well known that income in cash and in kind received from individuals by inheritance, are not subject to personal income tax (with the exception of remuneration paid to the heirs (successors) of authors of works of science, literature, art, as well as discoveries, inventions and industrial designs). This is the norm of paragraph 18 of Art. 217 of the Tax Code of the Russian Federation. Will I have to pay personal income tax when selling inherited income?
The Ministry of Finance of Russia explained that if the heir received money from the notary's deposit for the redeemed shares, then the tax does not need to be paid (Letter of 18.02.2011 N 03-04-05 / 7-105). In other cases, personal income tax after the sale of shares will have to be paid.
A document confirming the period for the acquisition of securities, in this case may be a certificate of the right to inheritance (Letter of the Federal Tax Service of Russia dated 01.02.2007 N 04-2-03 / 7).
As already noted, the list of expenses by the amount of which income from the sale of shares may be reduced is established by paragraph 10 of Art. 214.1 of the Tax Code of the Russian Federation. It (clause 9) mentions the tax paid upon receipt of securities by way of inheritance. However, at present, the tax on inherited property has been canceled (this applies to inheritance, certificates for which are issued after January 1, 2006).
The heirs according to Art. 333.24 of the Tax Code of the Russian Federation pay a state fee for the issuance of a certificate of the right to inheritance by law or by will.
The amount of the duty is: children, including adopted children, spouse, parents, full brothers and sisters of the testator - 0.3% of the value of the inherited property, but not more than 100,000 rubles; other heirs - 0.6% of the value of the inherited property, but not more than 1,000,000 rubles.
In our opinion, the amount of the state duty for the issuance of a certificate of the right to inheritance, which is currently charged instead of the inheritance tax, should also be taken into account as part of the costs associated with the acquisition, sale, storage and redemption of securities. Also, from our point of view, the state duty for taking measures to protect the inheritance (600 rubles) should be taken into account in the composition of these expenses.
When selling shares inherited during the inheritance tax period, the amount of the tax is recognized as expenses incurred by an individual in obtaining ownership of securities (Letter of the Federal Tax Service of Russia for Moscow dated 11.06.2010 N 20-14 / 4 / 061941).

Tax exemption

According to clause 17.2 of Art. 217 of the Tax Code of the Russian Federation are not taxed Personal income tax received from the sale (redemption) of shares in the authorized capital of Russian organizations, as well as some types of shares. This benefit was introduced by the Federal Law of December 28, 2010 N 395-FZ and applies to securities (shares in the authorized capital) acquired by taxpayers starting from January 1, 2011.
If the shares are sold this year, but were purchased before January 1, 2011, there is no exemption from personal income tax (Letter of the Ministry of Finance of Russia dated February 16, 2011 N 03-04-05 / 4-93). Moreover, in fact, it will be possible to take advantage of the privilege only from January 1, 2016, i.e. after five years of holding shares acquired in 2011
Another significant point is that tax exemption applies only to shares (participation interests in the authorized capital) of Russian organizations that were acquired by the taxpayer, and not received by him in any other way, for example, when the authorized capital of the company is increased at the expense of its property (Letter of the Ministry of Finance of Russia dated 01.02.2011 N 03-04-05 / 0-48).
Consider what are the other conditions for exemption from taxation of income from the sale of shares.
First, the exemption applies only to shares of Russian organizations.
Secondly, these shares must be mentioned in the list of clause 2 of Art. 284.2, art. 217 of the Tax Code of the Russian Federation.
Third, as of the date of sale (redemption) of shares (participation interests), they must continuously belong to the taxpayer on the basis of ownership or other property rights for more than five years. If shares are sold before this date, personal income tax from the income received will have to be paid.
Clause 2 of Art. 284.2 of the Tax Code of the Russian Federation (by the way, this article is from Chapter 25 of the Tax Code of the Russian Federation) contains the following list of shares of Russian organizations:
- related to securities that are not traded on the organized securities market during the entire period of the taxpayer's possession of such shares;
- relating to securities circulating on the organized securities market, and during the entire period of the taxpayer's possession, such shares are shares of a high-tech (innovative) sector of the economy;
- relating at the acquisition date to securities that are not traded on the organized securities market and on the date of their sale by the specified taxpayer or other disposal (including redemption) from the specified taxpayer related to securities circulating on the organized securities market and being shares high-tech (innovative) sector of the economy.

Profit and its functions

Definition 1

Today in the economy there are different approaches to the definition of the term "profit". In the most general sense, it is usually understood as the final financial result of the activity of an economic entity, which is reflected in the form of the difference between income received and expenses incurred for a certain (fixed) period of time (day, week, month, quarter, year).

Acting as a special economic category, profit reflects the net income created in the field of material production in the process of entrepreneurial activity.

Profit plays a huge role in the activities of business entities and the state as a whole. Its essence is reflected in the functions performed by profit at the micro and macro levels (Figure 1).

Profit speaking the ultimate financial result activities of an economic entity, reflects its absolute effect, showing net difference between income and expenses.

At the same time, profit serves as a tool for distributing net income, part of it is sent to the state budget in the form of income tax and subsequently redistributed to the state. needs.

In addition, profit performs a stimulating function, acting as a source of growth in equity capital and financing the reproduction process, providing income for business owners and remuneration of the labor collective, etc.

Currently, the profit is both economic category subject to multiple classification on various grounds. Its main forms are accounting and economic profit. The main types are:

• gross profit;
• revenue from sales;
• profit before tax;
• net profit.

Remark 1

It is the net profit that represents the net marginal income received by the enterprise. Dividends are paid from it to shareholders. It is also sent to various funds and reserves for the subsequent financing of the development of the organization.

Joint-stock company as a form of business organization

One of the forms of business organization in the modern world is a corporation based on joint-stock ownership. According to the current legislation, a joint-stock company is an enterprise, the authorized capital of which is divided into a certain number of shares.

Shares are securities issued by a joint stock company and granting certain rights to their holders (shareholders), including:

• the right to receive part of the profit in the form of dividends;
• company management rights;
• rights to the property of the company in the event of its liquidation.

Today there are two main types of joint stock companies (Figure 2). Previously, they were called open and closed.

Figure 2. Types of joint stock companies. Author24 - online exchange of student papers

A public (open) joint-stock company is characterized by the free sale and purchase of its shares to both individuals and legal entities (investors). At the same time, the purchase and sale of shares of a public joint stock company does not require permission from the general meeting of shareholders.

A non-public (closed) joint-stock company assumes that the company's shares are distributed among the founders or within a limited circle of persons. The total number of shareholders of a non-public joint stock company should not exceed 50 people. Members of such a company are granted the preemptive right to purchase shares of other shareholders.

One way or another, the authorized capital of a joint stock company is always divided into shares distributed among its shareholders. The number and par value of shares are not limited. In the process of carrying out its financial and economic activities, the joint-stock company has the right to carry out an additional issue (issue of shares). It is the shares that secure ownership and the right to receive income for shareholders.

Features of the formation and distribution of profits of a joint-stock company

The profit of a joint-stock company is formed similarly to the profit of any business entity and is defined as the difference between its income and expenses.

The income of a joint-stock company is formed as a result of the implementation of sales and non-sales activities. Accordingly, there are sales and non-sales income, in other words, associated and not associated with the main activity.

The main financial result of a joint-stock company is net profit, which is a marginal income cleared of the burden of taxes.

Part of the net profit of a joint-stock company is directed to the payment of dividends to shareholders, while the rest of it remains within the corporation in the form of retained earnings. Retained earnings serve as a source of formation of the joint stock company's equity capital and is spent on financing its further activities.

Take a closer look at shareholder returns.

Shareholder return is the income that the owners of a share in a company receive. It can be conditionally divided into two types:

• dividends representing income from the current activities of the corporation;
• capital gains, reflected in changes in the price of the company's shares.

Remark 2

It is dividends that bring most of the profits to shareholders. In fact, they represent earnings per share. Therefore, the more shares belong to one holder, the higher the amount of income he will receive.

The amount of dividends can be set in fixed monetary terms or in the form of a percentage to the face value of a share. The amount of dividends is determined by the decision of the board of directors of the joint-stock company and its charter.

Dividends paid by a joint-stock company to the owners of its shares are subject to multiple classification on various grounds (Figure 3).

Since all shares are divided into two types (preferred and ordinary), then dividends on them have certain differences. Thus, the owners of preferred shares have priority right receiving dividends. As a rule, dividend payments on such shares are stable, and their size in most cases is higher than that of ordinary shares.

Capital gains, as a form of shareholder profit, takes place when shares start to sell at higher prices, i.e. the market value of the company is growing. In the event that the shares are not sold at an increased value, it is called unrealized.

The procedure for calculating the shareholder's income after the liquidation of the company

OJSC is the sole shareholder of OJSC-1. The cost of shares of OJSC-1 in the tax accounting of OJSC is 1000 rubles. The par value of OJSC-1 shares is 1200 rubles. The value of shares in the shareholder's tax records is formed, in particular, on the basis of the residual value of the contributed property. JSC-1 is being liquidated. The market value of the property subject to distribution in favor of the OJSC is RUB 1,500.

Income subject to taxation in the situation under consideration will be formed as the difference between the market value of the property received (RUB 1,500) and the paid-up value of the shares (RUB 1,000).

Income received by a Russian organization - a shareholder in the liquidation of a Russian JSC cannot be qualified as dividends.

Income received by a Russian organization - a shareholder in the liquidation of an organization registered in the Republic of Cyprus can be qualified as dividends.

By virtue of nos. 4 p. 1 art. 251 of the Tax Code of the Russian Federation, when determining the tax base, income in the form of property, property rights that are received within the contribution (contribution) by a participant in a business community or partnership (his successor or heir) is not taken into account, with a decrease in the Criminal Code in accordance with the legislation of the Russian Federation, upon exit (disposal) from a business community or partnership or when distributing the property of a business community or partnership being liquidated between its participants.

In accordance with paragraph 2 of Art. 277 of the Tax Code of the Russian Federation upon liquidation of an organization and distribution of property of a liquidated organization, the income of taxpayers-shareholders (participants, shareholders) of the liquidated organization is determined based on the market price of the property (property rights) they receive at the time of receipt of this property, minus the actually paid (regardless of the form of payment) by the corresponding shareholders (participants, shareholders) of this organization, the value of shares (stakes, shares).

Thus, the income of a shareholder of an organization received from the distribution of property due to the liquidation of such an organization is subject to taxation in the part that exceeds the expenses paid by the participant for the purchase of shares.

In this case, the paid value of the shares is determined in accordance with the procedure established by clause 1 of Art. 277 of the Tax Code of the Russian Federation (letters of the Ministry of Finance dated 02.11.2011 N 03-03-06 / 4/125, dated 11.10.2011 N 03-03-10 / 99).

According to paragraph 1 of Art. 277 of the Tax Code of the Russian Federation, the value of acquired shares (stakes, shares) for the purposes of profit taxation is recognized as equal to the value (residual value) of the contributed property (property rights or non-property rights having monetary value(hereinafter - property rights)), determined according to the data tax accounting on the date of transfer of ownership of the specified property (property rights), taking into account additional costs that are recognized for tax purposes from the transferring party upon such payment.

Thus, the taxable income in this situation will be formed as the difference between the market value of the property received (RUB 1,500) and the paid-up value of the shares (RUB 1,000).

With regard to the qualification of the considered income as dividends, we report the following.

1. JSC-1 is a Russian organization

In accordance with paragraph 1 of Art. 43 of the Tax Code of the Russian Federation, a dividend is any income received by a shareholder (participant) from an organization in the distribution of profit remaining after taxation (including in the form of interest on preferred shares) on shares (shares) owned by a shareholder (participant) in proportion to the shares of shareholders (participants) in the authorized (share) capital of this organization.

Moreover, by virtue of paragraphs. 1 p. 2 art. 43 of the Tax Code of the Russian Federation, payments during the liquidation of an organization to a shareholder (participant) of this organization in cash or in kind, not exceeding the contribution of this shareholder (participant) to the authorized (joint-stock) capital of the organization, are not recognized as dividends.

According to Art. 2 FZ of 22.04.1996 N 39-FZ "On the Securities Market", a share is an equity security that secures the rights of its owner (shareholder) to receive part of the profit of a joint-stock company in the form of dividends, to participate in the management of a joint-stock company and to a part of the property remaining after its elimination. A share is a registered security.

On the basis of paragraph 1 of Art. 23 ФЗ dated 26.12.1995 N 208-ФЗ "On JSC" the property of the liquidated company remaining after the completion of settlements with creditors is distributed by the liquidation commission among the shareholders in the order stipulated by the specified rule.

The letter of the Ministry of Finance dated 07.05.2009 N 03-03-06 / 1/307 explains that the income of a shareholder organization received in connection with the distribution of the property of a liquidated organization and exceeding the value of shares actually paid by the shareholder organization is not recognized as a dividend.

Submitted by the Federal Tax Service of Russia, taking into account that the provisions of Federal Law No. 208-FZ, distribution of profits is attributed to the competence of the general meeting of shareholders (clause 1 of article 48 of the Federal Law No. 21, 22 FZ N 208-FZ), come to the conclusion that the distribution of the property of the liquidated company remaining after the completion of settlements with creditors cannot be considered as the distribution of the company's profits, which, according to the established art. 43 of the Tax Code of the Russian Federation, the definition of dividends does not allow for tax purposes to consider the property received by the participants of the liquidated company in the dividend mode (letter of the Federal Tax Service of Russia dated April 13, 2009 N 3-2-06 / 39).

Thus, income received by a Russian organization - a shareholder upon liquidation of a Russian joint stock company cannot be qualified as dividends.

In relation to property received by a participant in the liquidation of an organization, the provisions of paragraphs. 11 p. 1 art. 251 of the Tax Code of the Russian Federation (letter of the Ministry of Finance dated 02.11.2011 N 03-03-06 / 4/125).

2. JSC is an organization registered in Cyprus

By virtue of Art. 7 of the Tax Code of the Russian Federation, if an international treaty of the Russian Federation containing provisions regarding taxation and fees establishes rules and regulations other than those provided for by the Tax Code of the Russian Federation and the regulatory legal acts on taxes and (or) fees adopted in accordance with it, then the rules and norms of international treaties are applied RF.

The Government of the Russian Federation and the Government of the Republic of Cyprus have concluded an Agreement for the avoidance of double taxation with respect to taxes on income and capital (Nicosia, December 5, 1998), which applies to corporate income tax in the Russian Federation (clause 3, article 2 of the Agreement).

In accordance with paragraph 3 of Art. 10 of the Treaties, the term "dividend" means income from shares or other rights that are not debt claims entitling to participate in profits, as well as income - even paid in the form of interest - that is subject to the same taxation as income from shares in accordance with tax the legislation of the State, the resident of which is the company paying the dividends.

The authorized bodies in their explanations indicate that according to the official comments to the Model Convention on taxes on income and capital of the Organization economic cooperation and Development (OECD) and to the United Nations (UN) Model of the Convention on Double Taxation between Developed and Developing Countries, on the basis of which the Russian Federation concludes Agreements for the avoidance of double taxation with foreign states, the concept of "dividends" includes not only the distribution of profits, the decision on which is made at the annual meeting of shareholders, but also other income received by the shareholder (participant), including during the liquidation of the company (letters of the Ministry of Finance of Russia dated 12.04.2012 N 03-08-05 / 2, dated 07.04.2011 N 03- 08-05, dated 23.06.2006 N 03-08-05, letter of the Federal Tax Service of Russia in Moscow dated 30.10.2008 N 20-12 / 101953).

Consequently, the income received by a Russian organization - a shareholder in the liquidation of an organization registered in the Republic of Cyprus, determined in the manner prescribed by paragraph 2 of Art. 277 of the Tax Code of the Russian Federation, can be qualified as dividends.

Text Arykov Stepan, Gornostaev Vyacheslav, experts of the Legal Consulting Service GARANT

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Shareholder income tax

The JSC voluntarily decided to reduce its authorized capital. A JSC buys out shares from a shareholder (a legal entity resident of the Russian Federation) with the aim of redeeming them in order to reduce its authorized capital without paying cash to the shareholder. In accordance with Art. 250 clause 16, the JSC has non-operating income, since the reduction is carried out on a voluntary basis with the simultaneous refusal to return the cost of contributions by the shareholder. Is income tax incurred by the shareholder when entering into with him onerous contract buying and selling to buy back shares, provided that he refuses compensation in favor of the joint-stock company? Can the IFTS first require the accrual of income minus the cost of acquiring shares in order to pay income tax and deposit the remaining amount in the JSC?

In accordance with Art. 250 clause 16, the JSC has non-operating income, since the reduction is carried out on a voluntary basis with the simultaneous refusal to return the cost of contributions by the shareholder.

Why do you think this point applies to your situation? Do you have redemption shares. Consequently, the shareholder will receive payment for his share. There is no refusal here.

This clause concerns cases when a JSC, according to the legislation, must reduce the authorized capital in the event that the cost net assets the company will remain less than its authorized capital at the end of the reporting year following the second reporting year or each subsequent reporting year.

Does a shareholder receive income tax upon concluding a compensated purchase and sale agreement for the purchase of shares with him, provided that he refuses compensation in favor of the joint-stock company?

If he concludes a sale and purchase agreement and forgives the debt under it, then the society may have non-operating income, or may not. In this case, it depends on the share of the participant (subparagraph 11 of article 251 of the Tax Code of the Russian Federation).

Can the Inspectorate of the Federal Tax Service first require the accrual of income minus the cost of acquiring shares in order to pay income tax and pay the remaining amount to the JSC?

As a result, it all depends on how you complete the contract. If there is an agreement for the redemption of a share, and then forgiveness of debt under this agreement, then yes - the participant has income and tax under Article 214.1 of the Tax Code of the Russian Federation.

If initially it is stipulated that the share is transferred to society free of charge, then there is no income. And if there is no income, there is no object of taxation.

1) Why do you think this point applies to your situation? You are buying back shares. Consequently, the shareholder will receive payment for his share. There is no refusal here. -

Clarification: The shareholder will not receive payment for his share. The shareholder, as it were, donates his shares to the JSC so that the JSC can redeem them and reduce the authorized capital. But the redemption of shares from a shareholder under the Civil Code is formalized by a purchase and sale agreement.

2) Clause of Art. 250 clause 16 provides for income in case of a decrease in the authorized capital not in accordance with the legislation: “except for the cases provided for by subclause 17 of clause 1 of Article 251 of this Code);

3) If he concludes a sale and purchase agreement and forgives the debt under it, then the society may have non-operating income, or may not. Depends in this case on the share of the participant (subparagraph 11 of article 251 of the Tax Code of the Russian Federation) - The JSC may not have income, but the Shareholder?

Conclusion: Is it better to formalize the decrease in capital by reducing the par value of the shares? Since this does not require a purchase and sale agreement and can be drawn up as you write:

“The share is transferred to society free of charge, then - there is no income. And if there is no income, there is no object of taxation "

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2. The decision to reduce the authorized capital of the company by decrease in the par value of shares or by acquisition of part of shares in order to reduce their total number, general meeting shareholders.

The fact is that from the point of view of taxation of a shareholder, these two methods of reducing the authorized capital do not differ. That is, even with the redemption, he has an income. And with a decrease, income arises if any payments are provided.

3. A decision to reduce the authorized capital of the company by reducing the par value of shares may provide for the payment of monetary funds to all shareholders of the company and (or) the transfer to them of equity securities belonging to the company placed by another legal entity.

So what is important here is not how you formalize the reduction of the authorized capital, but how much the shareholder will receive as a result. If it is established that the redemption is made not higher than the price at which the shareholder acquired the share pact (or the funds were deposited in the Criminal Code), then he will not have a tax base.

But keep in mind that the provisions of not tax, but corporate law are included here. You must repurchase the share or pay in the event of a decrease at least of a certain actual value. In this regard, further in Article 29 it is said:

The ratio of the amount by which the authorized capital of the company is reduced to the amount of the authorized capital of the company before it decreases cannot be less than the ratio of the monetary funds received by the shareholders of the company and (or) the total value of equity securities acquired by the shareholders of the company to the amount of the net assets of the company.

That is, when the authorized capital is reduced, taxation arises for both JSC and the Shareholder?

AO - according to Art. 250 clause 16 (voluntarily, not related to legislation and the shareholder's refusal to make a contribution)

From the Shareholder - for a redemption at a price higher than the acquisition cost (even if he does not receive this money?)

That is, two legal entities pay income tax on the same amount and, in fact, for the same thing?

No. It turns out that the tax arises either from the company or from the shareholder.

If the company, as a result of the reduction of the authorized capital, makes a payment to the shareholder, then the company does not receive income, and the shareholder is taxed in an amount exceeding his contribution.

Article 251. Income not taken into account when determining the tax base

1. When determining the tax base, the following income is not taken into account:

4) in the form of property, property rights that are received within the limits of the contribution (contribution) by a participant in a business company or partnership (his successor or heir), with a decrease in the authorized capital in accordance with the legislation of the Russian Federation, when leaving (leaving) a business company or partnership or when distributing the property of a liquidated business company or partnership between its participants;

If, as a result of the reduction of the authorized capital, the shareholder does not receive anything, then he has no income either. And the society itself has non-operating income under clause 16 of article 250 of the Tax Code of the Russian Federation.

As I understand it, in your situation, the shareholder is a legal entity? In this case, you can both sell shares, and then forgive the debt, or you can carry out exactly the procedure for reducing the authorized capital of the organization with the simultaneous refusal to return the cost of the corresponding part of the contributions to the shareholders of the organization

just as spelled out in paragraph 16 of Art. 250 of the Tax Code of the Russian Federation. But what exactly you spend will depend on the income and expenses of the participants.

In the first case, the shareholder will have income from the sale, but he will be able to take into account the expenses from the acquisition of shares when they are written off, and the company will have income when forgiving the debt in the amount of its amount. This option is not very good if the amount of expenses for the acquisition of shares by the shareholder was small.

In the second case, the shareholder will not have income for taxes, just as there will be no expense, he will simply write off the shares for accounting purposes and that's it. The society, however, will have income precisely according to clause 16 of article 250 of the Tax Code of the Russian Federation.

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Who should pay income tax and in what cases?

The main type of direct taxes is income tax. In each country, it is set individually, applies to various groups persons, has certain conditions and requirements for payments.

Information about such a fee will be useful not only for entrepreneurs, but also for individuals who are also required to pay it. Below IQReview will analyze in detail all the subtleties related to income taxes.

What is income tax?

Income tax is a fee that is paid by individuals and legal entities on gross income minus payments that have been documented. The fee is determined as a percentage.

The wording should be clarified separately: income tax in Russia (as well as in a number of other countries) is considered only taxes from individuals. Income from organizations ( legal entities) are subject to income tax. IQReview will consider both of these areas, focusing on personal income tax.

Who is obliged to pay it?

Personal income tax is levied on:

individuals who are residents of the Russian Federation (staying in the country for at least 183 calendar days within 12 months);

individuals who are not residents of the Russian Federation (staying less than 183 calendar days a year), but receiving income in the country.

They are obliged to independently notify the tax office of their income:

Citizens in private practice (lawyers, notaries).

Individuals who are residents of the Russian Federation, receiving income outside of Russia.

Individuals who have received gifts from non-tax agents (a tax agent is a person who pays taxes not for himself, but for another taxpayer).

Individuals who received income from the sale of property.

Individuals who received income from which tax agents did not collect tax.

Individuals who have won some property or money in risk-based games.

Individuals receiving payments as the heirs of the authors (inventions, literary works, works of art, science).

Individuals who receive property or money from other individuals as a gift.

Income tax is required to pay:

All types of legal entities provided in Russia (LLC, OJSC, CJSC, and so on).

Foreign legal entities operating in the territory of the Russian Federation through a representative office, or making a profit in the Russian Federation in any other way.

Foreign legal entities that are recognized tax residents RF.

Foreign legal entities that are actually managed from the Russian Federation, unless another option is provided for by an international tax treaty.

Who is exempt from payments?

Organizations working on special tax systems.

Organizations paying gambling fees.

Organizations participating in the Skolkovo Innovation Project.

What is taxed and what is not taxed?

By law, individuals are required to pay personal income tax from the following income:

From wages.

From the delivery of real estate.

From any sources of income located in other countries.

From winnings in games associated with risk (lotteries, sweepstakes).

Not subject to personal income tax:

State benefits, except payments for temporary disability.

Free living space provided.

Benefits for utility bills.

Payment of funds for food or the issuance of natural rations.

Compensation received for harm to health.

Dismissal payments.

Payments to family members in the event of the death of civil servants who were on duty.

Funds compensating for the performance of work tasks (business trip, moving on duty).

Everything compensation payments established by the legislation of the Russian Federation and local authorities.

Donor (for donating blood, breast milk).

Grants that are allocated to support science, education, culture and art. The grantor can be either a Russian or a foreign organization, which must be approved by the Government of the Russian Federation.

Awards for achievements in science, education, culture, literature, art. The list of awards must be approved by the Government of the Russian Federation.

All types of one-time material assistance (humanitarian aid, payments to victims of natural disasters or terrorist acts on the territory of Russia, payments to the poor, and so on).

Funds from the sale of real estate that has been in the ownership of the owner for more than 5 years.

Funds and property that a citizen has inherited.

Funds and property that a citizen received as a gift from a family member or close relative.

Funds received from the sale of products that were grown on personal subsidiary plots or on farms (both live and processed). Farms are exempt from payments for 5 years starting from the year of registration.

Funds received from the sale or as a salary for the collection of medicinal plants, berries, nuts, mushrooms or any other wild products. From personal income tax payments only those incomes that are received from organizations licensed for the industrial harvesting of certain types of plants are exempted.

Funds received by members of family (tribal) communities of the small peoples of the North. They are exempted from personal income tax only if they are engaged in industries traditional for their nationality.

Funds received by hunters for the delivery of harvested furs, fur, leather, meat - if the hunt was conducted under a license.

Individual entrepreneurs who pay a single tax on imputed income. Such a tax on the income of an individual entrepreneur is possible if the company is engaged in a certain type of activity for which such a taxation option is provided.

Salaries of soldiers, sailors, foremen and sergeants who serve on conscription.

All types of assistance that are transferred to veterans and invalids of the Second World War, as well as to the widows of military personnel who died in hostilities with Finland, Japan, in the Second World War.

Funds that are donated to orphans under the age of 24 and used for education in licensed educational institutions.

When and where is it paid?

The tax return must be filed with the supervisory authority at the place of registration. The deadline for submitting the report is April 30th each year.

Individuals do not pay taxes on wages personally - they are paid for by the company (which in this case is a tax agent). The declaration can be submitted both in paper form and remotely - in electronic form.

In other cases, personal income tax is payable no later than July 15 of the year that follows the period in which the declaration was filed.

Personal income tax is calculated using the following formula:

Tax rate * Tax base.

The Tax Code of the Russian Federation provides for the following rates:

13% - suitable for most residents of the Russian Federation. This includes salaries, income from the sale of property, and remuneration.

15% - suitable for individuals who are not residents of the Russian Federation who receive income from Russian enterprises.

30% - applies to all income of individuals who are not residents of the Russian Federation.

35% - maximum rate, which applies to any winnings and prizes, income from deposits in banks (if they exceed the established size), as well as to a number of other cases provided for by the Tax Code of the Russian Federation.

The tax base is set individually for each type of income.

Withholding income tax

According to the law, the employer is obliged to withhold personal income tax from the salary of his employees. Income tax is withheld as follows:

All points that form the final salary are summed up: rate, allowances, bonuses, incentives, and so on.

If available, items related to tax incentives(material assistance, benefits, and so on).

13% is subtracted from the resulting number (the size of personal income tax, adopted in the Russian Federation).

The only exceptions are individual entrepreneurs with whom the company works under a cooperation agreement.

Tax deduction: when and how can you get a tax refund?

A deduction can be requested from the 13% mentioned above - a refund of part of the funds paid earlier.

According to the current Tax Code of the Russian Federation, the following types of deductions are provided:

Standard. It applies to "Chernobyl victims", disabled children, parents and spouses of those killed during the execution of military personnel. A complete list of persons is indicated in paragraphs 1, 2 and 4 of Art. 218 of the Tax Code of the Russian Federation. Moreover, any person has the right to receive only 1 deduction. If a citizen falls under several points at once, the maximum amount of the refund is selected.

Social. Includes expenses for training, charity, medical treatment and purchase of drugs, voluntary life insurance, expenses for funded part labor pension.

Property. The right to receive is granted to persons who have sold or bought real estate, were engaged in the construction of a house or bought a land plot.

Deduction for carrying forward losses. It can be obtained by persons conducting operations with securities and financial instruments of forward transactions. In this area of ​​activity, expenses can often exceed income. In the event of such a negative result, the resulting loss can be carried forward to a subsequent period (year).

To return part of the paid funds, you must submit an application addressed to the employer (tax agent) or to tax authority at the place of registration. The amount of the refunded amount is determined for each group separately.

Citizens who are exempt from personal income tax cannot claim deductions:

Unemployed - persons who do not have a source of income other than state benefits.

Individual entrepreneurs working under special taxation systems.

Tax regimes for businesses

Separately, we should dwell on the rules of taxation of enterprises related to small businesses.

For individual entrepreneurs, there are several options for paying income tax, and each of them has its own characteristics. Most often, an individual entrepreneur can independently choose what type of taxation will apply to him.

Below we will analyze the existing options.

The "standard" and most unpopular option. Provides the following fees for the organization's income:

Personal income tax - paid from all income of the entrepreneur.

Tax on real estate, which is exploited in business.

In this case, the disadvantage is at least that the reporting process itself becomes more complicated. As an individual entrepreneur, a citizen pays VAT, and as an individual - personal income tax, that is, you need to pay 2 fees.

A single tax on imputed income

UTII (unified tax on imputed income) is an option that can be applied to the following areas of activity:

Transport services for passenger transportation and cargo transportation (if they are carried out by road).

Temporary accommodation services (receiving funds from renting out housing).

Retail industry.

Provision of veterinary services.

Provision of consumer services in various directions.

Repair, maintenance and car wash services.

Leasing of trading places, land.

The choice of UTII allows an entrepreneur to collect several taxes in one collection.

For individual entrepreneurs, a single tax on imputed income replaces:

Individual property tax, which is applied when doing business.

For legal entities UTII replaces:

Corporate income tax.

Corporate property tax.

This taxation scheme is convenient and beneficial for successful and stable operating organizations. But at the initial stage of the company's activity, when financial stability is still absent, UTII may, on the contrary, cause difficulties.

The amount of payments is calculated according to the formula:

(Tax base * Tax rate) - Insurance premiums.

Patent taxation system

A patent is a taxation system suitable for citizens who work for themselves, but for some reason do not want to register an individual entrepreneur. These are nannies, tutors, and homeowners who rent it out. In total, the regulatory acts of the Russian Federation provide for 63 types of activities that can be taxed under the patent system. In the regions, local authorities can supplement this list. Basically, all types of activities are related to the service sector.

This type of taxation appeared relatively recently (in 2014) and has not yet gained popularity. The reason is that most of the citizens who would benefit from using a patent work "in the gray", generally without paying taxes from their activities.

The principle of collection is to purchase a patent (permit) to conduct a certain activity.

Simplified taxation system

A simplified taxation system is the most common option for small businesses. It can be paid in two amounts:

From income. In this case, the amount of the fee is a fixed 6% of all revenue that was received in the reporting period.

From income minus expenses (only those expenses that are provided for by the Tax Code of the Russian Federation can be eligible for expenses). In this case, the fee is a fixed 15%.

Income taxes in Amsterdam

What is the current income tax in Amsterdam?

I heard that it depends on the size of the salary. Is it so? If so, what is the addiction?

The tax system in the Netherlands does not depend on the city - in Amsterdam the tax will be the same as in other parts of the country.

All income is split into 3 boxes.

Box 1 - Freelance salary and income.

Box 2 - dividends.

Box 3 - savings and real estate.

For a newcomer, boxes 2 and 3 are usually round zeros, so let's look at box 1 in more detail.

The following tariff ladder is applied to the salary, which looks like this for 2012:

up to 18,628 euros per year - 33%

up to 33436 euros per year - 41.95%

up to 55694 euros per year - 42%

anything higher - 52%

Highly educated expats (kennismigranten) are eligible to apply for the so-called 30% regeling. To calculate your salary after applying this rule, you need to do the following.

• Take 70% of gross salary
• Enter into calculator, calculate net salary
• Add to it 30% of the gross salary.

Let's calculate an example for a Kennismigrant salary of 51,239 euros per year (for those over 30).

There will be 3941 euros gross per month (we divide the annual salary by 13 - since 12 months + vacation pay in the amount of a monthly salary).

70% taxable - 2759 euros gross.

Net - 1964 euros.

Add tax-free 30% from € 3941 - € 1182.

Total - 3146 net. The tax burden is

The rule is valid for a maximum of 8 years. After that, you will have to pay taxes like all other residents of the Netherlands. Or open your own business and pay according to a completely different scheme.

Another little-known advantage for those who fall under the 30% rule is that during the period of its validity, you do not have to declare your real estate and savings in Box 3.

www.nash-amsterdam.nl

Samruk-Kazyna finished 2016 with a positive financial result, Acting Acting said. Yernar Zhanadil, Managing Director for Finance and Operations of Samruk-Kazyna JSC, reporting on the financial results for 2016 and the development plan for the next 5 years on the information platform of the Central Communications Service.

“The net income to the shareholder's share amounted to 455 billion tenge, which is 180 percent or 292 billion tenge higher than in 2015. The amount of consolidated revenue at the end of 2016 amounted to 4.1 trillion. tenge, exceeding the amount of 2015 by exactly 1 trillion. tenge or by 32 percent. Moreover, 65 percent of the revenue growth was provided by the sale of additional crude oil, as well as the sale of refined gold and uranium products. At the same time, it should be noted that the increase in revenue was obtained despite the decrease in the average oil price, ”Yernar Zhanadil said.

According to the speaker, in 2015 the average oil price was $ 52 per barrel, and in 2016 it actually amounted to $ 44 per barrel. “That is, we expected to get a negative effect, but got a positive effect, first of all, due to the fact that the bulk of crude oil was sold in the second half of 2016 and this allowed us, at a time when there was an increase in oil prices and an average the price was growing, to get a higher level of revenue, ”said Yernar Zhanadil.

Income tax on dividends upon liquidation of a subsidiary

In the event of liquidation of the organization, the taxable income of the shareholder (participant) arises only in the form of the difference between the market value of the property at the time of its receipt and the value of the paid share in the authorized capital of the company. This income, according to the Ministry of Finance of Russia, is recognized as a dividend.

From a letter to the editor

We have a subsidiary company (JSC), which is now being liquidated. All creditors have been paid for all their claims, the remaining property is transferred to us. Do we need to pay income tax and on what income?

So, you are the only founder to whom the property of the liquidated subsidiary in the form of a joint-stock company, which remains after the satisfaction of the creditors' claims, is transferred.

When an organization is liquidated and its property is distributed, the income of taxpayers-shareholders (participants, shareholders) of the liquidated organization is determined based on the market price of the property they receive at the time of its receipt, minus the value of the shares (stakes, shares) actually paid by them (clause 2 of Article 277 of the Tax Code RF). The form of payment for the shares - monetary or non-monetary - does not matter.

When determining the tax base for income tax, income in the form of property that is received within the contribution (contribution) by a participant in a business entity is not taken into account when distributing the property of a business entity being liquidated among its participants (subparagraph 4 of paragraph 1 of article 251 of the Tax Code of the Russian Federation).

In the event of liquidation of the organization, the taxable income of the shareholder (participant) arises only in the form of the difference between the market value of the property at the time of its receipt and the value of the paid share in the authorized capital of the company.

In addition, keep in mind that the income you receive, in the opinion of the Ministry of Finance of Russia, is recognized as a dividend (see letter dated February 16, 2017 No. 03-03-06 / 1/8913).

Recall that a dividend is recognized as any income received by a shareholder (participant) from an organization in the distribution of profit remaining after taxation on the shares (stakes) belonging to him in proportion to the shares of shareholders (participants) in the authorized (pooled) capital of this organization (clause 1 of Art. 43 of the Tax Code of the Russian Federation). At the same time, dividends are not recognized as payments in the event of liquidation of an organization to a shareholder (participant) of this organization in cash or in kind, which does not exceed the contribution of this shareholder (participant) to the authorized (pooled) capital of the organization (subparagraph 1 of paragraph 2 of article 43 of the Tax Code of the Russian Federation ).

The source of payment of dividends is the company's profit after tax (net profit of the company) (clause 2 of article 42 Federal law dated December 26, 1995 No. 208-FZ "On Joint Stock Companies", hereinafter - Law No. 208-FZ).

The property of the liquidated company remaining after the claims of all creditors have been satisfied, that is, after the payment of all obligations, including obligations for taxes and fees, is distributed by the liquidation commission among the shareholders in accordance with paragraph 1 of Article 23 of Law No. 208-FZ. In fact, such payments are aimed at distributing the organization's net profit. That is, they meet the definition of dividends.

Therefore, if the value of the property received by you during the distribution of the property of the liquidated company exceeds your contribution to its authorized capital, such an excess is recognized as dividends.

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For those accountants who prefer to work with primary sources. Guarantee of professionalism and personal responsibility of the expert and the author.

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Article 350. Taxpayers

Taxpayers of the tax on capital income (hereinafter in this chapter - tax) are organizations (Article 18 of this Code) and individuals who receive income subject to taxation in accordance with Article 351 of this Code.

Article 351. Object of taxation

1. The object of taxation is, unless otherwise established by parts two to six of this article, income received by a taxpayer in a tax period or for a tax period from sources in the Russian Federation or abroad, in the form of:

1) dividends (parts one and two of Article 60 of this Code);

2) interest (part four of Article 60 of this Code), if such interest is not:

a) income received by organizations engaged in banking activities, in particular, on the provision of loans, guarantees, settlement and cash services;

b) insurance premiums or reinsurance premiums;

c) fines or penalties for violation of contractual or debt obligations;

d) remuneration to commission agents or intermediaries or other similar remuneration;

3) conditional dividends.

At the same time, the profit (income) repatriated by a foreign organization and received by this organization from the implementation of economic activity in the Russian Federation through a permanent representative office is recognized as conditional dividends, if the said income refers to income from sources in the Russian Federation (Article 57 of this Code).

The income specified in clauses 1 and 2 of this part is not recognized as conditional dividends.

2. Dividends accrued by an organization established in accordance with national legislation foreign country are subject to taxation at the Russian organization of a shareholder (participant, founder) from the moment a decision is made on the distribution of dividends, regardless of the time of their payment.

If a foreign organization, in the capital of which the share of Russian organizations and individuals - residents of the Russian Federation exceeds 50 percent, does not distribute profits for at least two subsequent years, dividends of Russian organizations - shareholders (participants, founders) and individuals - residents of the Russian Federation, received from this foreign organization, the part of the profit of this foreign organization remaining after taxes in accordance with the national legislation of the relevant foreign state is recognized, in proportion to their share in the capital of this foreign organization.

3. The incomes specified in the first part of this article are not subject to taxation if these incomes are received by foreign organizations from sources outside the Russian Federation.

4. Not subject to taxation are incomes received by taxpayers-organizations from operations with securities (paragraph 7 of Chapter 30 of this Code), as well as the additional (additional) capital of the issuer attracted during the placement of shares (stakes, units).

At the same time, interest is not considered as an independent object of taxation in accordance with this chapter, which directly or indirectly forms or is taken into account in the price of securities when performing purchase and sale and revaluation transactions with them (except for those charged on government securities during the time they were on the taxpayer's balance sheet) ...

5. For the purposes of this chapter, an increase in the nominal value of shares or a share (share) in the authorized (pooled) capital (fund) belonging to the taxpayer - organization, if such an increase is associated with their revaluation or with an increase in the amount of the authorized (pooled) capital ( fund) as a result of capitalization of profits remaining at the disposal of the relevant organization.

This provision does not abolish the taxpayer's obligation to pay profit (income) tax in accordance with Chapter 30 of this Code on income from the sale (revaluation) of shares (stakes, shares) belonging to him.

6. Not subject to taxation for the purposes of this chapter, the distributed profit of the partnership, as well as income from participation in mutual investment funds.

This provision does not abolish the taxpayer's obligation to pay income tax (income) or personal income tax (chapters 30 and 32 of this Code, respectively) on income received from participation in a partnership (mutual investment fund).

Article 352. Tax base

1. The tax base is defined as the income of the taxpayer subject to taxation in accordance with this chapter.

2. A Russian organization that pays income to a taxpayer shall determine the tax base separately for each taxpayer in relation to each such payment. At the same time, for individual transactions (Article 356 of this Code), the obligation to determine the tax base may be imposed directly on the recipient of income (taxpayer)

3. The tax base in respect of income in the form of dividends is determined taking into account the provisions of Article 308 of this Code.

If dividends are paid in the form of distribution of property, the tax base is determined based on the market value (Article 53 of this Code) of the property to be distributed as of the date of the decision on such distribution.

3. The tax base in respect of income from government securities is determined as interest accrued during the time the specified security is in the ownership of the taxpayer.

4. The tax base in respect of interest on accounts with credit institutions is determined as the interest accrued to the taxpayer for the reporting (tax) period.

Article 353. Peculiarities of determining the tax base for individuals

The tax base includes, in accordance with this chapter, income in the form of:

1) dividends and interest (including on accounts with Russian credit institutions) received by individuals from Russian and foreign organizations in Russian or foreign currency,

2) interest received from individuals, residents and non-residents of the Russian Federation in Russian or foreign currency.

Article 354. Tax rates

The following tax rates are set.

1. 15 percent - on income from dividends (except for the cases provided for by part four of this article);

2. 12 percent - on income from interest accrued:

1) on government securities of the Russian Federation, government bonds of constituent entities of the Russian Federation and municipal bonds during their stay with the taxpayer;

2) to individuals for the reporting (tax) period on the interest received (including interest on securities, on accounts with Russian credit institutions, except for accounts opened in connection with the conduct of entrepreneurial activities), if this interest on income paid in rubles for the corresponding the reporting (tax) period does not exceed the average refinancing rate The Central Bank The Russian Federation, and on income paid in foreign currency; - 9 percent per annum.

3.30 percent: - by income:

1) from the interest received by the organization - the taxpayer (except for the cases provided for in parts two and four of this article);

2) on interest received by individuals during the reporting (tax) period (including interest on securities, on accounts with Russian credit institutions, except for accounts opened in connection with business activities) - in the part that exceeds the percentage of income paid in rubles for the corresponding reporting (tax) period corresponding to the average refinancing rate of the Central Bank of the Russian Federation, and for income paid in foreign currency; - 9 percent per annum;

1) on dividends, including conditional dividends (unless otherwise provided by this article, received by Russian organizations or individuals - residents of the Russian Federation or foreign organizations or individuals - residents of states with which the Russian Federation has an agreement on the elimination of double taxation, dividends from sources of income in the Russian Federation.

In this case, the 0 percent rate is applied only in relation to dividends paid out of profits from which the profit (income) tax was paid in accordance with Chapter 30 of this Code.

2) on dividends paid by the investment fund from the amount of dividends, interest and income from the sale of securities received by this fund during the tax period;

3) on income received by simple partnerships, partnerships, share investment funds and other similar entities;

Article 355. Determination of the amount of tax

1. The amount of tax is determined as the percentage of the tax base corresponding to the tax rate.

2. Russian organizations that pay taxpayers income subject to taxation in accordance with Article 351 of this Code shall determine the amount of tax separately for each such taxpayer in relation to each payment specified income... This provision does not exempt taxpayers from the obligation to keep records of their income and taxes withheld from these incomes.

The amount of tax in respect of the specified income received from sources outside the Russian Federation is determined by the taxpayer independently in relation to each such payment.

Article 356. Procedure for Payment of Tax

1. If the source of income of the taxpayer is a Russian organization, the obligation to withhold tax from the income of the taxpayer and pay it to the budget shall be imposed on this source of income.

The amount of tax is withheld from the income of the taxpayer at each payment of such income and is paid to the budget within 10 days from the date of payment of income.

The tax is calculated and withheld from the income of the taxpayer and paid by the person paying the income (source of income) subject to taxation in accordance with this chapter, unless otherwise provided by this article. The person paying the income is responsible for withholding and transferring taxes to the budget.

2. If the source of income is an individual, and the person receiving the income is an organization, the obligation to pay tax shall be borne by this organization.

The amount of the calculated tax is paid to the budget with each payment.

3. If on government securities of the Russian Federation, government bonds of constituent entities of the Russian Federation and municipal bonds it is not possible to determine the amount of income subject to taxation at the source of income, the recipient of income shall calculate and pay tax on the income received. The types of securities for which the procedure established by this part is applied is determined by the State tax service Of the Russian Federation in agreement with the Ministry of Finance of the Russian Federation.

The amount of the calculated tax is paid to the budget within 10 days after the end of the reporting period.

4. The permanent establishment of a foreign organization in the Russian Federation is obliged to pay tax on the amount of the deemed dividend.

5. Taxpayers receiving income from sources outside the Russian Federation, subject to taxation in accordance with this chapter, are required to assess and pay the amount of excess tax on capital gains calculated in accordance with Russian tax legislation over the amount of tax calculated and paid locally finding a source of income if the source of income is located in a country with which an agreement on the elimination of double taxation has been concluded.

In the event that the source of income is located in a country with which an agreement on the elimination of double taxation has not been concluded, then the tax withheld by the source of income at the place of its location shall not be taken into account when calculating the tax.

6. Tax withheld by a source of income on the basis of paragraph 1 of part three of Article 354 of this Code when paying interest that is an object of taxation in accordance with this chapter may be offset when paying tax on profit (income) upon submission of documents confirming the fact of withholding source of income for such a tax.

Article 357. Procedure for presentation tax reporting source of income.

1. An organization that is a source of income of taxpayers (part one of Article 356 of this Code), which is charged with the obligation to withhold taxpayers from income and pay tax, or an organization that receives income from an individual who is a source of income (part two of Article 356 of this Code), must maintain accounting of incomes paid to taxpayers and (or) received from an individual, respectively; withholding and paid tax. Such records are kept separately for each taxpayer (organization, individual).

The provisions of this article apply to a permanent establishment paying a conditional dividend to a foreign organization (part four of Article 356 of this Code).

2. The source of income shall inform the tax authority at the place of its registration about the income received by the taxpayer, withheld and paid taxes within 10 days after the end of each quarter. This information is presented in the form of a source reporting on income received by taxpayers and taxes withheld by the source.

The provision by the source of income to the taxpayer of documents (extracts from the reporting of the source of income) on the amounts of accrued or accrued and paid income and withholding tax (if this is not directly provided for by the terms of the transaction between the taxpayer and the source) is carried out on the basis of an application by the taxpayer registered with the tax authority at the place of registration such a taxpayer. For income paid after the taxpayer submits such an application, the source of income is obliged to submit information on the income received by the taxpayer, withheld and paid taxes to the tax authority at the place of its registration (in the form of reporting the source of income within the time limits established by the first paragraph of this part) and to the tax authority at the place of registration of the taxpayer or the taxpayer himself (based on the content of the application) within the time limits established by Article 340 of this Code (in the form of an extract from the reporting of the source of income).

3. If the number of persons to whom the source of income paid the income exceeds 150, the tax authority has the right to demand from this source that the information specified in part one of this Article be presented on diskettes or in another admissible computer processing information form.

4. The source of income notifies the taxpayer no later than one month after the end tax period on all income received by this taxpayer from this source, taxes withheld and paid.

5. The form of reporting the source of income is established by the State Tax Service of the Russian Federation in agreement with the Ministry of Finance of the Russian Federation.

6. For income received by the organization from individuals, a declaration is drawn up, the form of which is established by the State Tax Service in agreement with the Ministry of Finance of the Russian Federation, which is submitted to the tax authority in the manner and terms established by Chapter 30 of this Code.

Article 358. Procedure for Submitting Tax Returns for Certain Operations

1. The obligation to calculate and pay tax shall be imposed on the taxpayer in the following cases, in accordance with the provisions of Article 356 of this Code.

1) in cases where it is not possible to withhold tax from the source of payment on government securities of the Russian Federation, government bonds of constituent entities of the Russian Federation and municipal bonds (part three of Article 356 of this Code);

2) upon receipt by the taxpayer of income from sources located outside the territory of the Russian Federation (part five of Article 356 of this Code);

2. The amount of tax is paid by the taxpayer to the budget within 10 days from the date of receipt of income.

3. A taxpayer who has received income subject to taxation in accordance with this chapter shall submit reports to the tax authority at the place of his activity (for organizations) or at his place of permanent residence (for individuals) within 10 days after the end of each reporting (tax) period. on the income received in the form established by the State Tax Service of the Russian Federation in agreement with the Ministry of Finance of the Russian Federation on the accrued and paid amounts of tax on capital income.

4 .. A taxpayer who has received income subject to taxation in accordance with this chapter submits to the tax authority at the place of his activity (for organizations) or at his place of permanent residence (for individuals) a declaration on the amounts of capital income tax accrued and paid in the terms established by Chapter 30 of this Code (for taxpayers - organizations) and Chapter 32 of this Code (for taxpayers - individuals) of this Code.

Article 359. Form of tax declaration

The declaration form and the procedure for filling it out are approved by the State Tax Service of the Russian Federation in agreement with the Ministry of Finance of the Russian Federation.