Payment of dividends (a portion of distributed profits)

Federal Law No. 409-FZ of 28.12.2010 "On amendments to certain legislative acts of the Russian Federation in terms of regulating the payment of dividends (profit distribution)" amended the Federal Law "On joint stock companies", the Federal Law "On limited liability companies" and the Tax Code of the Russian Federation.

The legislator accepted almost similar changes to both joint stock companies and limited liability companies with respect to the procedure and terms of dividend payment.

This Federal Law establishes that the term of dividend payment shall not exceed 60 days from the declaration date (the day the Board of Directors announces its intention to pay a dividend). A shorter term may be established in the company's statutes or at shareholders' general meeting.

If within the term established for dividend payment, a shareholder has not been paid, then the person may request for payment from the company at any time over a period of three years from the expiration date of the established term.

The company’s statutes may provide for a longer period for the payment request. However, the deadline may not exceed five years from the last day of the payment term. Once the period for payment request is over, it can not be restored. Exceptions are made when a person fails to make a request due to violence or threats.

Upon expiration of payment request period dividends not distributed or claimed are restored as retained earnings of the company. A similar rule is established for the unclaimed part of distributed profits of a limited liability company.

Federal Law No 409-FZ prohibits the reduction of the authorized capital of a joint-stock company before the expiration of the term for dividend payment, as well as within the period for payment request if the payments have not been made in full. There is no prohibition on reduction of authorized capital of a limited liability company in the case of unpaid dividends.

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