How to write the resolution of the shareholders meeting on the dividend of corporate shareholders?

According to the relevant provisions of the Company Law on the shareholders' meeting of a limited liability company, the resolution of the shareholders' meeting shall contain the following contents: 1. The basic information of the meeting: the time, place, and nature of the meeting (regular and temporary) 2. The notice of the meeting and the shareholders attending the meeting

the time and method of notification of the meeting; Shareholders present at the meeting, shareholders abstaining. 3. To convene a shareholders' meeting, all shareholders shall be notified 15 days before the meeting. Chairman of the Board of Directors; If the chairman of the board of directors is unable to perform his duties due to special reasons, the vice chairman of the board of directors or other directors designated by the chairman of the board of directors shall preside over the meeting (a letter of appointment shall be attached to the chairman of the board of directors who are unable to perform his duties for any reason).

R4. Resolution of the meeting: the shareholders' meeting shall exercise the voting rights of the shareholders according to the proportion of their capital contributions; The resolution of the shareholders' meeting to amend the articles of association, increase or decrease the registered capital of the company, division, merger, dissolution or change of the form of the company must be passed by the shareholders representing more than 2 3 voting rights. The specific voting results of the shareholders' meeting, the number of shares represented by the shareholders holding the favorable opinion, and the proportion of the total number of shares held by the shareholders attending the shareholders' meeting.

Shareholders who disagreed or abstained. 5. Signature: The resolution of the shareholders' meeting of the limited liability company shall be sealed or signed by the shareholders (natural person shareholders); r 6. Presiding over the meeting:

The first meeting is convened and presided over by the shareholder with the largest capital contribution; In general, it is convened by the board of directors in the following format: ***** Resolution on the company's annual profit distribution plan Resolution of the shareholders' meeting [20**] Time: Place:

Attendance: Shareholder 1: ****** Legal Representative:

r Shareholder 2: ****** Legal representative: **r Moderator:

Chairman) The shareholders' meeting reviewed the company's proposal on the company's profit distribution plan for the 20th year, and after research, the following resolutions were formed: Agreed to distribute the profits available for distribution in the 20th year according to the share ratio, and the dividend amount of the company was 10,000 yuan for the shareholders in the middle period; The amount of dividends of shareholders *** company is *** million yuan. The above resolutions were approved by 100% of the voting rights held by shareholders present at the general meeting.

Shareholder unit: ** company (seal) Legal representative (signature): Shareholder unit:

Company (seal) Legal representative (signature): year, month and day.

How to write the notice of the general meeting of shareholders: first write the basic identity information of the notifier. Then specify the time, place, time limit, and content of the main resolution of the meeting.

Accelerate understanding

Yes

The provisions of the resolution of the shareholders' meeting on dividends and dividends are based on Articles 34 and 35 of the Company Law, that is, the shareholders obtain them, and the final year-end dividends are stipulated by law, but if you want to obtain dividends, you usually need to convene a meeting first, and then discuss how to distribute the profits. According to the provisions of Article 1 of the Company Law, it is natural for shareholders to receive dividends, but shareholders should also meet certain conditions and follow certain procedures to obtain corporate dividends, as follows:

The prerequisite is that the company has profits available for distribution.

The shareholders of the company will make a valid resolution on the company's dividends.

In the case that the company has profits available for distribution, whether to pay dividends and how to distribute dividends must be effectively resolved by the company's shareholders' meeting, the authority that the company has the right to make resolutions.

In the event that the company passes the dividend resolution but the company does not implement it, the shareholders have the right to sue the company and require the company to implement the effective resolution and pay the dividends to the shareholders in a timely manner.

If the majority shareholder of the company is unwilling to pay dividends and deliberately obstructs the shareholders' meeting by using their voting rights, resulting in the shareholders' meeting being unable to pass a resolution on dividends, the minority shareholders may also implement judicial remedies in accordance with Article 75 of the Company Law.

According to Article 75 of the Company Law, if the company does not distribute profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for profit distribution stipulated in the Company Law, the shareholders who vote against the resolution of the shareholders' meeting on not distributing dividends and dividends may request the company to acquire their shares according to a reasonable **. In such a situation, if the shareholder and the company cannot reach an equity acquisition agreement within 60 days from the date of the resolution of the shareholders' meeting, the shareholder may file a lawsuit with the people's court within 90 days from the date of the resolution of the shareholders' meeting.

2. According to Article 167 of the Company Law, the conditions for the distribution of profits by the shareholders of the company are mainly that the company shall complete the following matters after making profits and before distributing profits:

1. Pay taxes;

2. Make up for losses;

3. 10% of the profits withdrawn shall be included in the company's statutory provident fund.

If the shareholders' meeting or the general meeting of shareholders decides to withdraw any provident fund, it shall also withdraw any provident fund in accordance with the resolution. "If the shareholders' meeting, the general meeting of shareholders or the board of directors distributes profits to shareholders before the company makes up its losses and withdraws its statutory provident fund, the shareholders must return to the company the profits distributed in violation of the regulations. ”

Generally speaking, the after-tax profits of a business should be distributed to shareholders. The interest, dividends and bonuses obtained by shareholders should also be subject to individual income tax. So how should shareholder dividends be taxed and how should they be calculated?

1. Individual shareholders shall pay individual income tax at 20% of the dividends due.

2. The dividends received from listed companies can be halved and taxed.

3. Dividends obtained by foreigners do not need to be taxed regardless of whether they are listed companies or not.

4. The investment dividend income obtained by resident enterprises from other resident enterprises is exempt from taxation.

5. Shareholders of overseas non-resident enterprises who receive dividends from Chinese resident enterprises in 2008 and later shall pay enterprise income tax at the rate of 10% of the town.

Dividend resolution.

Legal analysis: The resolution of the board of directors is sufficient, and it needs to be reported to the inspector afterwards. A resolution of the board of directors is a document formed by the board of directors to vote on issues related to the company and represent the opinions of the board of directors.

Legal basis: Article 46 of the Company Law of the People's Republic of China The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:

1. Negotiation) convene a meeting of shareholders and report to the shareholders' meeting;

2) Implement the resolutions of the shareholders' meeting;

3) Decide on the company's business plan and investment plan;

4) Formulate the company's annual financial budget plan and final account plan;

5) Formulate a profit distribution plan and a loss recovery plan for the company;

6) Formulate a plan for increasing or decreasing the company's registered capital and issuing corporate bonds;

7) Formulating a plan for the merger, division, dissolution or change of the form of the company;

8) Decide on the establishment of the company's internal management organization;

9) To decide on the appointment or dismissal of the company's managers and their remuneration, and to decide on the appointment or dismissal of the company's deputy managers, financial directors and their remuneration based on the nomination of the managers;

10) Formulate the company's basic management system;

11) Other functions and powers stipulated in the articles of association.

Legal analysis: the board of directors formulates the company's profit distribution plan; The shareholders' meeting deliberated and approved the company's profit distribution plan.

Legal basis: Article 166 of the Company Law of the People's Republic of China When a company distributes the after-tax profits of the current year, it shall withdraw 10% of the profits and include them in the company's statutory reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it can no longer be withdrawn.

If the company's statutory reserve fund is insufficient to make up for the losses of previous years, it shall first use the profits of the current year to make up for the losses before withdrawing the statutory reserve funds in accordance with the provisions of the preceding paragraph.

After the company withdraws the statutory reserve fund from the after-tax profits, it can also withdraw any reserve fund from the after-tax profits by resolution of the shareholders' meeting or the general meeting of shareholders.

The after-tax profits remaining after the company's compensation losses and withdrawal of provident fund shall be distributed by the limited liability company in accordance with the provisions of Article 34 of this Law; Shares are distributed in proportion to the shares held by shareholders, except for those that are not distributed in proportion to the shares held by the articles of association.

If the shareholders' meeting, the shareholders' Daqing Zhaoxian Association or the board of directors violates the provisions of the preceding paragraph by distributing profits to shareholders before the company makes up for losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.

Shares of the Company held by the Company shall not be subject to distribution of profits.

Shareholder income depends on the company's dividends, if it belongs to a listed company, then the current situation of domestic stalls, the vast majority of minority shareholders' income comes from the stock price of jujube cherry**.

If you ask who determines the right of the company's shareholders to pay dividends, it is the shareholders' meeting. Shareholders' earnings are sometimes not distributed according to the proportion of shareholdings, but can be agreed through the articles of association, which in turn are approved by the shareholders' meeting.

If an enterprise wants shareholders to pay dividends, it must write a resolution of the shareholders' meeting, which shall be passed by more than half of the voting rights held by the shareholders (including shareholders) attending the shareholders' meeting, so it is also necessary to go through the meeting, in accordance with the articles of association of the company.

The resolution of the shareholders' meeting is a proposal passed by the shareholders' meeting on the company's affairs. Depending on the items to be resolved, the resolutions of the shareholders' meeting can be divided into ordinary resolutions and special resolutions. An ordinary resolution is a resolution made on the general matters of the company, such as the appointment and removal of directors, supervisors, auditors or liquidators, the determination of their remuneration, etc.

To form an ordinary resolution, only shareholders representing more than half of the total number of issued shares are required to be present, and the consent of more than half of the voting rights of the shareholders present is sufficient. A special resolution is a resolution made on a special matter of the company, such as a change in the company's articles of association; increase or decrease the company's capital; Company transformation, merger or dissolution, etc. The requirements for the formation of special resolutions are stricter, and generally shareholders representing the total number of shares issued 2 3 or 3 4 are present, and are passed by a majority of the voting rights of the shareholders present or 3 4.

First, if the content of the resolution of the shareholders' meeting or the general meeting of shareholders of the company violates the mandatory provisions of laws and administrative regulations, the resolution is invalid. Mandatory provisions on effectiveness refer to direct provisions on the effectiveness of illegal acts; Second, if the resolution of the shareholders' meeting harms the legitimate interests of other shareholders who have not received the notice of the shareholders' meeting or voted against it, these shareholders may claim that the resolution is invalid with the court. If the parties to the contract maliciously collude to harm the interests of the state, the collective or a third party, the contract shall be invalid.

If a shareholders' meeting makes a resolution without notifying some shareholders, it is a case of malicious collusion, so it can be found to be invalid.

The resolution of the general meeting of shareholders is an important manifestation of the company's autonomy, and the company has the right to decide whether to stipulate a validity period for the resolution formed, and to determine it through the articles of association of the company or the resolution of the shareholders' meeting or the general meeting of shareholders. If there is no relevant provision on the validity period of the resolution of the shareholders' meeting, the resolution of the shareholders' meeting, the resolution formed shall be valid for a long time, unless the company convenes another shareholders' meeting or the shareholders' meeting adjusts the content of the original proposal.

If a shareholder disagrees with the resolution of the shareholders' meeting, he or she may exercise his voting rights in accordance with the law and vote against or abstain. If the resolution is still passed by half or two-thirds of the voting rights at the final shareholders' meeting, the resolution passed shall have legal effect on the shareholders. Article 103 of the Company Law of the People's Republic of China stipulates that shareholders attending the general meeting of shareholders shall have one vote for each share they hold.

Resolutions made at a general meeting of shareholders must be passed by a majority of the voting rights held by the shareholders present at the meeting. However, the resolution of the general meeting of shareholders to amend the articles of association, increase or decrease the registered capital, as well as the resolution of the merger, division, dissolution or change of the form of the company, must be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting.

Article 22 of the Company Law of the People's Republic of China stipulates that if the content of the resolution of the shareholders' meeting, the general meeting of shareholders or the board of directors of a company violates laws and administrative regulations, it shall be invalid. Where the convening procedures and voting methods of the shareholders' meeting, the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the content of the resolution violates the articles of association of the company, the shareholders may request the people's court to revoke the resolution within 60 days from the date on which the resolution is made. Where a shareholder initiates a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide a corresponding guarantee.

If the company has gone through the alteration of registration in accordance with the resolution of the shareholders' meeting or the general meeting of shareholders or the board of directors, the company shall apply to the company registration authority for revocation of the alteration registration after the people's court declares the resolution invalid or revokes the resolution.