Members of a limited liability company are entitled to a share of the profits of such an organization. Unless otherwise provided by the charter of the LLC, the profit of the company is distributed among the participants in proportion to their shares in the authorized capital (clause 2 of article 28 of the Federal Law of 08.02.1998 No. 14-FZ).

An LLC can make a decision on the distribution of net profit quarterly, once every six months or once a year. Issues on the distribution of net profit and payment of dividends are within the competence of the general meeting of LLC participants. This means that it is the general meeting of participants that decides on determining the part of the profit of the LLC that will be distributed between them (clause 1 of article 28 of the Federal Law of 08.02.1998 No. 14-FZ). Despite the fact that the concept of "dividends" is typical for joint-stock companies, in our consultation we will also use this term for convenience, meaning by it a part of the LLC's profit, which is distributed among its participants.

We talked about how to formalize the decision of an LLC on the distribution of profits for dividends in a separate one and gave a sample of such a decision.

However, before making a decision on the payment of dividends, it is necessary to determine the amount of profit that can be distributed among the participants. This value is brought to the attention of the participants by the head of the LLC. After all, it is the head of the organization (for example, its CEO) who is responsible for the current management of the organization’s affairs, and, therefore, it is he who can propose the rate of distribution of profits for dividends, which at this stage would be optimal and would not contradict the requirements of the current legislation. After all, the profit of an LLC for dividends may not always be distributed.

Prohibition on distribution of profits and payment of dividends

An LLC does not have the right to distribute among the participants and pay dividends, in particular (clause 1, article 29 of the Federal Law of February 8, 1998 No. 14-FZ):

until full payment of the entire authorized capital;
before payment of the actual value of the share or part of the share of the LLC participant;
if at the time of the decision (payment) the LLC meets the signs of insolvency (bankruptcy) or if the indicated signs appear in the company as a result of such a decision (payment);
if at the time of the decision (payment) the value of the net assets of the LLC is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision (payment).

Information about the amount of profit of an LLC, which can be distributed among the participants, can be obtained by the head of the organization from a memo prepared for him, as a rule, by the chief accountant of the organization.

It is in the memorandum addressed to the head of the LLC that all conditions that impede the adoption of a decision and the subsequent payment of dividends to participants should be taken into account.

Let's give an example of a memo on the distribution of profits and the payment of dividends.

LLC members? When can dividends not be distributed? What is important to consider when distributing and paying dividends in order not to lose on taxes?

According to the results of 2015, limited liability companies must decide on the payment of dividends in the period from March 1 to April 30, 2016 (clause 3, article 28, article 34 of the Federal Law of February 8, 1998 No. 14-FZ "On limited liability companies”, hereinafter referred to as Law No. 14-FZ).

The concept of dividends

A few words about the very concept of "dividends". Note that the civil legislation of the Russian Federation does not contain a clear definition of "dividends". In particular, Law No. 14-FZ does not contain the concept of "dividends", instead of it the concept of "distribution of net profit" appears.

The concept of "dividends" is used only in the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies", which states that it has the right to make decisions (announce) on the payment of dividends on outstanding shares (clause 1, article 42 of the Law No. 208-FZ) and in tax legislation (clause 1, article 43 of the Tax Code of the Russian Federation).

True, the concept of "dividends", used for tax purposes, is broader than in civil law.

Deadlines for making a decision on the distribution of profits

Law No. 14-FZ allows the payment of dividends to participants quarterly, every six months or once a year. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the general meeting of the company's participants (clause 1, article 28 of Law No. 14-FZ).

Important!

However, when deciding to pay interim dividends (more than once a year), the organization has the risk of recognizing such payments as gratuitous property. If the profit received at the end of the year turns out to be less than the dividends paid, such payments are classified as donated funds (letter of the Federal Tax Service of the Russian Federation of March 19, 2009 No. ShS-22-3 / [email protected]).

Distribution of dividends

As a rule, part of the profit is distributed by the organization among the participants in proportion to their shares in the authorized capital. However, by decision of the general meeting of participants in the company, this distribution procedure may be changed. So, the amount of dividends payable can be distributed in equal shares between the participants of the company (clause 2, article 28 of Law No. 14-FZ).

For example, the total amount of the company's dividends distributed between two participants is 1 million rubles. The share of one of the participants is 30%. The company's charter establishes that the amount of dividends due to be paid is distributed disproportionately to the shares of participants in the authorized capital. Thus, participants distribute dividends in equal shares, i.e. in the amount of 500 thousand rubles for each participant.

Tax risks in case of disproportionate dividend payments

From the point of view of civil law, such a distribution procedure is acceptable, but the concept of "dividends" in tax legislation implies a proportional distribution of shares in the authorized capital. It is the keyword "proportionately" that becomes a stumbling block in the qualification of such payments for the purposes of calculating income tax and personal income tax. Despite the possibility of disproportionate distribution of dividends, the regulatory authorities believe that a portion of profits distributed in this way is not recognized as dividends for tax purposes. So, in order to recognize dividends in tax accounting and be able to apply a reduced income tax rate, the following conditions must be simultaneously met (clause 2 of article 43 of the Tax Code of the Russian Federation, letters of the Ministry of Finance of the Russian Federation dated 09.09.2013 No. 03-04-06 / 37090, dated July 30, 2012 No. 03-03-10/84):

payments are made from net profit;

the decision to pay dividends is documented;

payment of dividends is carried out in proportion to the shares of participants in the authorized capital.

On this basis, the controllers conclude that disproportionately distributed dividends are not recognized as dividends for tax purposes, and therefore, a “non-dividend” income tax rate of 20% must be applied to such payments. The existing arbitration practice confirms this position (decisions of the Federal Antimonopoly Service of the Volga District of May 24, 2012 No. A65-18467 / 2011, the North-Western District of April 28, 2012 No. A13-7191 / 2010 and of April 18, 2012 No. A13- 13347/2010).

Terms and procedure for payment of dividends

As a general rule, the term and procedure for paying dividends are determined by the charter of the company or by the decision of the general meeting of the company's participants on the distribution of profits between them.

Important!

Dividends must be paid to a member of the Company no later than 60 days from the date of the decision on the distribution of profits.

If the period for paying dividends is not determined by the charter or the decision of the general meeting of the company's participants on the distribution of profits, then the specified period is also equated to 60 days from the date of the decision on the distribution of profits between the participants (clause 3 of article 28 of Law No. 14-FZ) .

Law No. 14-FZ provides for a deadline for paying dividends to an LLC participant. So, if dividends are not paid within the established period, then the participant has the right to apply within three years after the expiration of the specified period to the company with a demand for their payment.

At the same time, the charter of the company may provide for a longer period for filing this claim, but not more than 5 years from the date of expiration of the total period for paying dividends.

After the expiration of the specified period, the part of the profit distributed and unclaimed by the participant is restored as part of the undistributed profit of the company (clause 4 of article 28 of Law No. 14-FZ).

List of situations when dividends cannot be distributed

One of the conditions for the payment of dividends is the presence of net profit. In certain situations, LLC is not entitled to decide on the payment of dividends. Thus, dividends are not subject to distribution in the following cases (Article 29 of Law No. 14-FZ):

incomplete payment of the authorized capital;

until the payment of the actual value of the share or part of the share of the LLC participant;

if, at the time of the decision to pay dividends, the LLC meets the signs of bankruptcy or will have such signs after the payment of dividends;

if the value of the net assets of the LLC is less than its authorized capital and reserve fund or becomes less than their size as a result of the decision to pay dividends;

The founders of an LLC receive income from the profits from the activities of the enterprise. But payments occur in a strictly defined order. You can't just withdraw funds from circulation.

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How are LLC dividends paid in 2020? Legal entities registered as LLCs have the right to send part of the profits received to payments to the founders of the company.

The distribution of funds is carried out in accordance with the procedure predetermined by law. What is the procedure for paying dividends to the founders of an LLC in 2020?

General points

The founders of the LLC are the direct owners of the enterprise. Why not just spend the profits?

This is due to the fact that any waste of the company must be justified and documented. Of course, the founders of the society are its owners.

But the owner of the property is the organization. And the property of the LLC is separated from the personal property of the founders.

Company money can be taken for three reasons:

Under the report, when something is purchased for cash for the organization.
which must be returned to the company.
Dividends, which are income from the activities of the enterprise and which can be spent at your discretion.

But the distribution of dividends is carried out in a strictly defined order. If you display a brief scheme of actions, you will need:

determine the amount of dividends;
make a decision on payment;
pay dividends and keep .

Despite the seeming simplicity of the process, each stage requires proper design. How to pay dividends to an LLC?

What you need to know

First of all, you need to understand what dividends are. According to Russian tax legislation, a dividend is any income received by the participants of the organization after the payment of taxes.

Moreover, LLC income is distributed in accordance with the shares of the founders. Thus, dividends are paid exclusively from the net profit of the enterprise.

Taxes are paid from the income received, transfers are made to funds. Only after that the profit is distributed among the participants.

Here it should be noted such a nuance that the norm regarding the procedure for determining the amount of profit is contained in.

According to its provisions, net profit is based on financial statements. does not contain instructions on the procedure for determining profit.

In this case, the principle of applying norms by analogy applies. That is, LLCs determine the amount of net profit in the same way as OJSCs, guided by accounting documents.

You cannot distribute dividends in such cases as:

payment of the authorized capital is not in full;
the share of the participant withdrawing from the company has not been paid;
there are signs or their occurrence will be facilitated by the distribution of profits.

What is their role

The main task of paying dividends is to ensure the income of the company's participants. Any LLC is created for the purpose of obtaining benefits, that is, commercial activities must bring.

The basis for starting work is the authorized capital. In the process of activity, the company's assets are multiplied by generating income.

But in addition to income, the organization has certain expenses. It is necessary to pay employees, reimburse production costs, pay taxes and mandatory fees.

All that remains after deducting mandatory expenses is retained earnings. There is no concept of "net" profit in the legislation.

Therefore, accounting data, confirmed by accompanying applications, are taken as the basis.

The balance sheet includes a line indicating retained earnings or uncovered loss, that is, the economic result. This indicator becomes the basis for calculating dividends.

Legal framework

Details on the dividends of LLC participants are stated in Article 28 of the Federal Law No. 14 of February 8, 1998 “On LLC”. According to this standard, the payment of dividends is carried out on the basis of a decision of the general meeting of participants.

However, there are certain legal restrictions that must be taken into account when making a decision.

The procedure for paying dividends is regulated by a number of regulations, namely:

Registration procedure

When distributing dividends to an LLC, the following procedure must be observed:

Calculation of net profit and determination of the amount of income available to receive	The organization has the right to pay dividends only if the amount of net income is more than the authorized capital
Deciding on the payment of dividends	A general meeting of founders is convened. Participants approve financial statements, discuss ways to share profits and determine the timing for making payments. To calculate the amount of dividends for each participant, the total amount of accrued dividends is multiplied by the percentage of the share of the founder
Paying dividends and paying taxes	Dividends are paid at the appointed time. At the same time, 13% for residents of the Russian Federation and 15% for non-residents are withheld from them. The tax is transferred the next day after the payment to the participants. Information about amounts paid and tax withheld is displayed in the quarterly and annual reports ( , ). Insurance premiums for dividends are not charged

Terms of payment of dividends in LLC

If we talk about the conditions for paying dividends to an LLC, then it should be noted that it is impossible to make payments in case of bankruptcy or the risk of its occurrence.

For example, the value of net assets corresponds to the amount of authorized capital. It is clear that any payments in favor of the founders will reduce the working capital of the company.

In addition, the presence of debts to retired founders also makes it impossible to distribute profits.

By law, each participant in an LLC, upon leaving the company, has the right to receive the value of his share. Therefore, in the first place, the shares of former participants are paid.

In 2020, there is no need to pay the authorized capital before registering an LLC. Participants can make their part of the payment within 4 months after registration.

But during this time, the organization may have a net profit that can be distributed. But for payment, the authorized capital must be paid in full.

How long after the decision

The frequency of profit payments is determined by the founders. But regardless of the approved periods, the payment period cannot exceed 60 days.

Accordingly, within two months, each participant must receive the part of the profit due to him.

Moreover, payment can be made not only in cash, but also in property, if such an option is enshrined in the Charter.

If the participant has not received the required dividends within the period established by law, then he has the right to file a lawsuit in court. The fact of non-compliance with the deadlines is recognized as a violation of the rights of the founder.

Important! When determining the frequency of payment of dividends, the participants must be guided by the Articles of Association. If the Articles of Association state that profits are distributed once a year, then dividends cannot be paid more often.

To change the schedule, you need to make appropriate changes to the constituent documents.

List of documents

To pay profits to LLC participants, proper documentation is required.

You will need to prepare:

decision on payment made by the founder;
protocol and decision of the general meeting;
and their payment.

The distribution of profits in an LLC is accompanied by the submission of reports:

Decision-making

The decision to issue dividends to the founders is made by the participants by convening a general meeting.

Such a meeting can be held not earlier than the financial statements for the relevant period will be prepared. If we are talking about annual reporting, then it must be approved.

Moreover, the approval of the reporting is carried out in the period from March 1 to April 30 of the year following the reporting one.

Approval of reporting and the issue of distribution of profits can be resolved within the framework of one meeting.
The fact of holding the meeting is documented in the protocol form approved by the LLC.

Moreover, it is allowed to indicate in the minutes a single amount of dividends due for payment. The division takes place in proportion to the shares or in accordance with the provisions of the Articles of Association.

For your information! Dividends may be paid in property, but such payment is treated as a sale.

This will result in the need to pay additional taxes. Therefore, cash payments are more appropriate.

sample protocol

The minutes of the general meeting of participants shall contain the following information:

the place and date of the general meeting;
data of the chairman and secretary of the meeting;
complete list of participants;
share in the authorized capital of each founder;
agenda;
adopted resolutions.

The minutes of the general meeting of LLC participants can be. In addition to the minutes, a decision of the general meeting is drawn up.

It becomes the basis for the payment of dividends and is referred to in the relevant order.

The decision establishes the exact term for making payments and the method of payment (in money or property).

The total payment period cannot exceed 60 days. But if the participant has not received the dividends due to him, then he has the right to apply for their payment within three years.

Emerging nuances

The nuances that arise when paying dividends relate to the method of payment. Most often, cash is paid. Moreover, both cash and non-cash payments can take place.

Video: how to calculate, pay and withhold taxes from them

If a decision is made to pay dividends in property, then participants can receive their part of the payments in fixed assets, products, and securities.

However, the payment of dividends by the property of an LLC is equated to the sale of property values.

Since the property changes ownership, it is assumed that the company received a certain income. Hence the need to pay taxes.

On the OSNO, income tax is paid and on. The income received is taken into account as additional income.

Are there any restrictions

When distributing the profits of an LLC, legal restrictions must be taken into account. The tax authorities may have claims if dividends are paid:

Sole founder

If the LLC has a single founder, then there is no need to draw up a protocol. The participant independently makes a decision, drawing it up in a free form.

The decision states:

the total amount of dividends;
billing period;
place and date of drawing up the document;
founder's signature.

The sole founder has the right to arrange the payment of only part of the dividends, and allocate the remaining funds for other needs. In addition, dividends can be accumulated.

Making a profit is a right of the owner, not an obligation. The decision to pay dividends to the sole founder of an LLC is possible.

Upon liquidation

In the event of liquidation of the LLC, its activities are completely terminated. The order of succession in relation to rights and obligations is not provided.

This means that all calculations must be made before the official closing of the company, including the distribution of profits.

But you can receive dividends only at the expense of the organization's funds, free from debt obligations.

Therefore, upon liquidation of an organization, the following payment procedure is observed:

Employee salaries.
Payment of debts to the budget and off-budget funds.
Settlements with creditors/counterparties.
Payment of participants' shares from the remaining funds.

When one of the LLC members simultaneously holds any position in the company, he is first paid a salary as an employee. Then he equally participates in the distribution of profits.

You need to know that after the completion of all settlements with third parties, the accrued but not paid profit is first distributed among the participants.

Then the calculation of profit for the current period is carried out and its distribution is performed.
The payment of dividends upon liquidation of an LLC does not eliminate the need to pay income tax in full.

1. What payments are recognized as dividends.

2. What is the procedure for distributing LLC profits, documenting and paying dividends to participants.

3. What legislative and normative acts govern the accrual and payment of dividends.

The right of legal entities having the organizational and legal form of limited liability companies to direct part of their profits to payments to participants is enshrined in paragraph 1 of Art. 28 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies". At the same time, the decision on the distribution of part of the profit between the company's participants and the payment of dividends can be made by the general meeting of participants quarterly, once every six months or once a year. Next, we will consider which payments are dividends from the point of view of the legislation of the Russian Federation and how LLC participants can exercise their right to receive income from participation in the organization.

Definition of dividends in accordance with the Tax Code of the Russian Federation

According to Art. 43 of the Tax Code of the Russian Federation, a dividend is any income received by a member of an organization in the distribution of profit remaining after taxation in proportion to his share in the authorized capital of this organization. Dividends also include any income received from sources outside the Russian Federation, related to dividends in accordance with the laws of foreign states.

In accordance with the Tax Code of the Russian Federation, dividends do not include payments to LLC participants upon liquidation of the organization within the amount of each participant's contribution to the authorized capital.

As follows from the definition of dividends, their amount is calculated by distributing the profit remaining after taxation (net profit) in proportion to the shares of participants in the authorized capital of the company. This is the general procedure, however, Law No. 14-FZ provides that a different procedure for distributing profits between participants may be established in the company's charter. At the same time, the change and exclusion of the provisions of the charter establishing such a procedure are carried out by a decision of the general meeting of the company's participants, adopted by them unanimously.

Base for accrual of dividends

Dividends are paid to participants from net profit, that is, the company's profit after tax. How to determine the amount of profit to be distributed? Law No. 14-FZ "On Limited Liability Companies" does not contain a rule specifying the procedure for determining net profit. However, in the Federal Law of December 26, 1995 No. No. 208-FZ "On Joint Stock Companies" has such a provision. In accordance with paragraph 2 of Art. 42 of Law No. 208-FZ, the net profit of a joint-stock company for the purpose of paying dividends is determined according to financial statements. In this case, the principle of applying civil law by analogy, enshrined in Art. 6 of the Civil Code of the Russian Federation. Thus, limited liability companies determine the amount of net profit based on financial statements.

The financial result during the year is formed in accounting on account 99 “Profit and Loss”. At the end of the year, when the balance sheet is reformed, the financial result indicator equal to the balance of account 99 “Profit and Loss” is transferred to account 84 “Retained earnings (uncovered loss)”. Thus, account 84 “Retained earnings (uncovered loss)” reflects the profit of the company not distributed among the participants in the form of dividends, or a loss.

The indicator of net profit of the reporting year is reflected in the financial statements of the organization in the Profit and Loss Statement (Statement of Financial Results) in the line "Net profit (loss)". Also, the net profit of the reporting year can be determined on the basis of the balance sheet data, as the difference between the indicators of the reporting and the previous year in the line "Retained earnings (uncovered loss)". In the event that the organization receives a loss at the end of the reporting period, the corresponding indicators of financial statements take negative values. It is logical that it is possible to make a decision on the distribution of net profit and the payment of dividends only if, according to accounting and reporting data, the organization has made a profit.

However, even if at the end of the reporting period the organization received a positive financial result, the legislation contains restrictions on the distribution of net profit and the payment of dividends to LLC participants. In accordance with Art. 29 of Federal Law No. 14-FZsociety has no right to decide on the distribution of their profits among the participants:

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

- until payment of the actual value of the share or part of the share of the participant who leaves the company;

— if at the time of making such a decision the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of such a decision;

— if at the time of such a decision, the value of the company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of such a decision;

The company is not entitled to pay to the participants of the company profit, the decision on the distribution of which among the participants of the company is made:

- if at the time of payment the company meets the signs of insolvency (bankruptcy) in accordance with the federal law on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of payment;

- if at the time of payment the value of the company's net assets is less than its authorized capital and reserve fund or becomes less than their size as a result of payment;

After the termination of these circumstances, the company is obliged to pay dividends to the company's participants, the decision on the payment of which has been made.

Documentation of the payment of dividends

So, if at the end of the reporting period, based on the financial statements of the LLC, a positive financial result is obtained and if there are no restrictions on the distribution of net profit, the participants in the company have the right to decide on the payment of dividends. The said decision is drawn up in the minutes of the general meeting of participants, in which it is necessary to indicate the place, date and time of the meeting, the names of the chairman and secretary of the meeting, the names of the company's participants participating in the meeting and their shares in the authorized capital, the agenda, as well as decisions taken at the meeting.

The minutes of the general meeting of participants are drawn up in free form, an approximate sample is given below.

LLC "Vector" APPROVED general meeting of participants LLC "Vector" MINUTES OF THE GENERAL MEETING dated April 18, 2014 N 1 Address of the meeting: 302000, Orel, st. Ship, d. 15. Date and time of the meeting: April 18, 2014, 10.00. Chairman of the meeting: Gavrilov Oleg Alexandrovich. Secretary of the meeting: Larina Ludmila Viktorovna. Members of the company participating in the meeting: Romashov Petr Ivanovich - 60% of the authorized capital; Nikiforov Dmitry Nikolaevich - 40% of the authorized capital; There is a quorum. AGENDA 1. Approval of the financial statements of Vector LLC for 2013 2. Distribution of part of the net profit received by Vector LLC in 2013 3. Approval of the terms and procedure for paying dividends. RESOLVED 1. Approve the reporting of Vector LLC for 2013. 2. Distribute part of the net profit of Vector LLC for 2013 in the amount of 800,000 rubles. in proportion to the shares of participants in the authorized capital. 3. Pay dividends no later than June 01, 2014. Chairman Gavrilov O.A. Gavrilov Secretary Larina L.V. Larina

In accordance with the minutes, the decision of the general meeting of participants is drawn up:

LLC "Vector" APPROVED general meeting of participants LLC "Vector" SOLUTION dated April 18, 2014 N 1 On the allocation of part of net profit for the payment of dividends Distribute the received net profit of Vector LLC for 2013. in the amount of 800,000 rubles. in proportion to the shares of participants in the authorized capital. Reason: minutes of the general meeting of participants of Vector LLC dated April 18, 2014. N 1. Members: Romashov P.I. Romashov Nikifirov D.N. Nikiforov

The decision of the company's participants on the distribution of net profit serves as the basis for the accrual and payment of dividends. In the above example, the amount of dividends accrued to each participant will be:

Romashov P.I. — 480,000 rubles. (800,000 x 60%);

Nikiforov D.N. — 320,000 rubles. (800,000 x 40%).

The term and procedure for paying dividends are determined by the charter or the decision of the general meeting of the company's participants on the distribution of profits between them. The term for payment of a part of the distributed profit of the company should not exceed sixty days from the date of the adoption of the relevant decision. If this period is not clearly defined by the charter or the decision of the general meeting of participants, it is considered equal to sixty days from the date of the decision on the distribution of profits between the participants of the company.

If no dividends have been paid to a participant within the period of payment, he has the right to apply to the company within three years after the expiration of the specified period with a demand to pay the corresponding part of the profit. The charter of the company may provide for a longer period for filing this claim, but not more than five years from the date of expiration of the period for payment of a part of the distributed profit of the company.

Read about how to reflect the accrual and payment of dividends in accounting, as well as taxation of dividends.

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Legislative and regulatory acts:

1. Civil Code of the Russian Federation

2. Tax Code of the Russian Federation Part 1

3. Federal Law No. 08.02.1998 No. 14-FZ "On Limited Liability Companies"

4. Federal Law No. 26.12.1995 No. 208-FZ "On Joint Stock Companies"

How to get acquainted with the official texts of these documents, find out in the section

The exclusive right to decide on the distribution of the company's profits belongs to the general meeting of participants or the sole participant of the LLC. The corresponding decision can be made quarterly, once every six months or once a year (clause 1, article 28 of the Federal Law of February 8, 1998 No. 14-FZ).
Such distribution is not an obligation, but a right of society. That is, the general meeting may not make a decision on the distribution of profits at all. And if it was not accepted, the participant will not be able to receive the part due to him even through the court. If the decision is made, but the profit is not actually paid, then the participant may recover the amount of money due to him or the property of the LLC, except in cases where the decision was made in the presence of circumstances limiting the possibility of its adoption in accordance with Art. 28 of the Federal Law of 08.02.1998 No. 14-FZ (clause 15 of the Resolution of the Plenum of the Supreme Court of the Russian Federation No. 90, the Plenum of the Supreme Arbitration Court of the Russian Federation No. 14 of 09.12.1999).

Note that the decision on the distribution of profits cannot be canceled. This is due to the fact that the norms of the Federal Law No. 14-FZ of February 8, 1998 do not provide for such a possibility.

To make a decision on the results of the year, a regular general meeting of participants is held, to distribute profits based on the results of a quarter and half a year - an extraordinary one (Articles 34, 35 of the Federal Law of 08.02.1998 No. 14-FZ).

Note that if there is only one member in the company, it is not necessary to hold any meetings (Article 39 of the Federal Law of February 8, 1998 No. 14-FZ). To distribute profits based on the results of a quarter or half a year, the decision of a single participant is also sufficient.

For more information on whether it is possible to make a decision on the distribution of profits from previous years, see.

Making a decision on the distribution of profits

The decision on the distribution of profits, adopted by the participants, is documented in the minutes of the general meeting.

As a rule, the protocol indicates:

the place, date and time of the general meeting;
names of the chairman and secretary of the meeting;
the names of the members of the company participating in the meeting, and their shares in the authorized capital;
agenda;
decisions taken at the meeting;
the amount of net profit and the period for which it was formed.

The Civil Code of the Russian Federation requires that the composition of the participants in the general meeting of an LLC and the decisions adopted by this meeting be notarized. However, the charter of an LLC or a decision of the general meeting of participants (adopted unanimously) may establish a different method of certification. So, notarization can replace, for example, the signing of the protocol by all participants in the LLC (or part of the participants) (clause 3, clause 3, article 67.1 of the Civil Code of the Russian Federation).

Note that for notarization of the decision, the presence of a notary directly at a meeting of the general meeting is not mandatory. The notary may certify the signatures of the participants of the meeting on the protocol after its execution.

Example wording

PROTOCOL No.

of the General Meeting of Members of the Limited Company
responsibility of Alfa at the end of 20xx

Moscow city

(date of)

Participants attended:

(list of attendees)

Chairman of the meeting: full name

Secretary of the meeting: full name

There is a quorum for making a decision.

Agenda:

1. Approval of the annual report for the year 20xx of Alfa LLC.

2. Payment of dividends to the Participants of Alpha LLC.

General Director of Alfa LLC (full name), who reported on the results of economic activity for the year 20xx and proposed:

1. To approve the annual reporting for the year 20xx of Alfa LLC.

For the first question:

"Behind"
Participant % in the authorized capital;
"Against"

"Abstained"

On the second question:

"Behind"
Participant % in the authorized capital;
"Against"
Participant % in the authorized capital;
"Abstained"
Participant % in the authorized capital

Resolved:

1. Approve the annual report of Alfa LLC for the year 20xx

2. Direct the accumulated net profit of OOO Alfa in the amount (in figures and words) to the payment of dividends to the participants of OOO Alfa in proportion to the contributions.

The decision was taken unanimously.

Participants' signatures

the seal of the Society

The decision of the sole participant must indicate:

full name of the company;
the date and place of the decision;
decision number (this attribute is optional);
FULL NAME. the only participant, his passport details and address;
the amount of net profit and the period for which it was formed;

If the participant is paid only a part of the net profit - its size and purposes for which the remaining part of the profit will be directed;

term, place and form of payment of dividends (transfer to a bank account, cash payment, transfer of property).

The decision shall be signed by the sole participant and given its transcript. An imprint of the LLC seal is not required.

Example wording

SOLUTION No.

sole member

Limited liability companies "Alfa"

at the end of the 20th year

Moscow city

(date of)

I (full name, passport details, place of residence), being the only member of the Alpha Limited Liability Company (hereinafter referred to as the Company), owning a share in the amount (amount), which is 100 percent of the authorized capital,

1. Distribute the Company's profit based on the results of 20xx in the amount of (amount in numbers and words) as follows: allocate (amount) for the payment of dividends.

2. Determine the timing of payment of dividends: dividends are payable no later than (date)"

(You can specify that part of the dividend is paid during one period, and part - during another).

Sole Member

limited companies

responsible for Alpha