1. What are the ways to distribute profits to shareholders?
Generally speaking, shareholders can realize the dividend right in three forms:
1. Distribute cash with the profits of listed companies in the current year;
2. Distribute new shares with the profits of the company in the current year;
3. Convert the company's surplus reserve fund into share capital.
Article 34 of the Company Law
Shareholders shall receive dividends in proportion to the paid-in capital contribution; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.
Second, the conditions
From the legal point of view, shareholders' dividend right is a kind of self-interest right, which is based on the inalienable right of investors as individual shareholders. Once infringed by the company, the company's directors or the third party, shareholders can seek self-help in their own name, such as calling a shareholders' meeting or modifying the distribution plan or judicial relief to safeguard their own interests. Theoretically, the shareholder's dividend right is an inherent right of shareholders, which is not deprived or restricted by the articles of association or the company's organs, but in fact, because the shareholder's right is embodied in creditor's rights, its realization is conditional:
1. Cash distribution with profits of the current year shall meet the following requirements:
(1) The company made a profit in the current year;
(2) Deferred losses have been made up and carried forward;
(3) Withdraw statutory common reserve fund 10% and statutory public welfare fund 5%-10%;
2. In addition to meeting the condition of 1, the distribution of new shares with the profits of the current year shall also:
(1) The company's previous share issue has been fully raised, one year apart;
(2) There are no false records in the financial and accounting documents of the company in the past three years;
(3) The company's expected profit rate can reach the bank deposit profit in the same period;
3. In addition to meeting the conditions in Item 2 (1-3), the surplus reserve shall be converted into share capital:
(1) The company has made profits in recent three years and can pay dividends to shareholders;
(2) The retained amount of the statutory reserve fund after distribution shall not be less than 50% of the registered capital;
(3) In addition, according to the Company Law and the Guidelines for the Articles of Association of Listed Companies, the dividend distribution of listed companies must be proposed by the board of directors, and the shareholders' meeting shall be convened for deliberation and voting according to legal procedures, and it can only be realized by the shareholders' representatives attending the shareholders' meeting 1/2 cash distribution plan or 2/3 dividend distribution plan.
Three. Dividends and bonuses
Dividends and bonuses, although both income from stock investment, are obviously different:
(1) In terms of quantity, the dividend ratio is generally fixed, but the dividend is more or less related to the company's profitability;
(2) In terms of time, dividends can be paid at the end of the year or the beginning of the second year, or they can be paid in multiple times. Dividends are generally paid at the beginning of the second year;
(3) Objectively, common shareholders can reduce or even not distribute dividends when the company is in poor operating conditions. Preferred shareholders generally have the protection of dividend income, but generally do not participate in the company's dividends, and the dividends of ordinary shares increase or decrease with the increase or decrease of the company's profits.
Shareholders can invest a certain amount of capital or invest in other ways, and they can obtain a certain share of the enterprise and become shareholders of the enterprise. Therefore, enterprises not only need to publicize the relevant information of shareholders, but also need to publicize the annual report of enterprises. If in the process of enterprise development, shareholders' capital contribution information and equity are transferred, it is necessary to change the information in time.