Interim repartition and distribution of dividends
Series of articles from “The Practice of Gambling” by Anchidim Zagrean, Rombet Vice-President
New legislative provisions, for the amendment of the law of accountability as well as of the law of commercial companies, adopted by the Law 163 from 2018, published in MO 595 as of 12.07.218, establish additional, optional norms for the quarterly repartition of the profit, by shareholders or associates.
Practically, by the new regulation,
an optional is enforced regime for the interim distribution of dividends, to associates or shareholders, by observing the following obligations:
– The dividends are distributed to the associates proportionally with their participation share to the registered capital paid up, unless the articles of incorporation provides otherwise;
– They are distributed based on the interim financial situations and then annually, after the regulation of the interim payments;
– Dividends may be paid, optionally, quarterly, within the term established in the General Shareholders’ Assembly and the regulation of the differences, resulted from the distribution of the dividends during the year, will be performed by the annual financial situations;
– The payment of the differences, resulted from the regulation, is performed within 60 days from the approval of the annual financial situations, afferent to the financial year ended, otherwise, the company will owe, after this term, legal default interest, unless a higher interest rate was established by the articles of incorporation or by the resolution of the general shareholders’ assembly;
– If the associates or shareholders owe dividend returns, after the regulations operated in the annual financial situations, they will be paid to the company within 60 days from the approval of the annual financial situations, otherwise, they will owe, after this term, legal default interest, unless a higher interest rate was established by the articles of incorporation or by the resolution of the general shareholders’ assembly;
– The dividends will be distributed only from the profits determined according to the law;
– If there is acknowledged a loss of the net assets, the registered capital subscribed will have to be completed or reduced before being able to make any profit repartition or distribution;
– It is a crime if the founder, director, general manager, manager, member of the supervision council or of the directorate or the legal representative of the company receives or pays dividends, under any form, from fictive profits or which couldn’t be distributed during the fiscal year, based on the interim financial situation, and annually, based on the annual financial situations, or contrary to those resulted hereof.
Accounting obligations:
– The amounts afferent to the interim repartition of dividends are registered in accountability and are reflected in the interim financial situations as debts towards the shareholders or associates;
– The quarterly repartition of the profit, toward shareholders or associates, can be performed, optionally, during the fiscal year, within the limit of the net accounting profit made quarterly, plus any profits reported and amounts withdrawn from the reserves available for this purpose, from where there are subtracted any reported loss and amounts deposited in the reserves in accordance with the legal or statutory requirements, respectively based on the interim financial situations approved by the general shareholders’ or associates’ meeting, as the case may be ;
– The regulation of the amounts allocated during the fiscal year, must take place after the approval of the annual financial situations, and the dividends allocated and paid in surplus will be returned within 60 days from the approval of the annual financial situations. The obligation of return belongs to the persons who received dividends quarterly, and the company’s management has the obligation to follow the recovery of these amounts and to dispose the applicable measures in this respect;
Fiscal obligations:
– The incomes from dividends are taxed with 5% from their amount, the tax being final;
– The obligation for the calculation and withhold of the tax on dividends income belongs to the legal entities, upon the payment of the dividends;
– The tax payment term is until 25th of the following month after the payment.
We’ll come back with other opinions, in the following number of the magazine…
