1. "The Sheep Is a Sheep" earned 1 billion points and 1 billion points? Clearance dividend caused controversy
The popular game listed company Gibit has become the focus of the market for "Rare to Dividends", and the Weibo topic #The Company Behind the Sheep Is a Sheep Is a Clearance Strength Dividend# has become a hot search.
According to its disclosed third-quarter report and a profit distribution plan for the first three quarters, the company achieved a net profit of 1.012 billion yuan in the first three quarters of this year, and planned to pay a cash dividend of 140 yuan per 10 shares, and a total of dividend of 1.006 billion yuan. The total amount of dividends to be distributed by Jibit this time accounts for 99.45% of the company's net profit in the first three quarters. Some investors joked that "this is simply a clearance dividend." Although
is awesome, the so-called "clearance dividend" is not accurate. According to the "Announcement on Profit Distribution Plan for the First Three Quarters of 2022", as of September 30, 2022, the company's consolidated financial statements had an undistributed profit of 3,033,833,233.80 yuan, and this dividend accounted for 1/3 of the undistributed profit.
2. The actual controller is exempt from tax by 300 million? Legal provisions on company dividends
1. Tax preferential dividends for shareholders of listed companies
As of now, the company's actual controller (founder) Lu Qianyan holds 21.6295 million shares, which can be distributed more than 300 million in dividends, and it receives sky-high dividend payments, but Lu Qianyan does not have to pay personal income tax. Why is this?
According to the "Announcement on the Listing and Circulation of Parts of Restricted Shares for the Initial Public Offering" issued by Jibit Company on December 31, 2019, the lock-in period for the restricted shares held by Lu Mengyan expires on January 4, 2020 and will be listed and circulated from January 6, 2020. That is, it has been more than one year since the restricted shares held by Lu Qianyan lifted the ban.
According to Article 1 of Finance and Taxation No. 101: If a person obtains shares of listed companies from the public offering and transfer market for more than 1 year, the dividend and dividend income will be temporarily exempted from personal income tax .
If the shareholding period of a listed company obtained by an individual from the public offering and transfer market is within 1 month (including 1 month), the dividend and dividend income shall be fully included in the taxable income of ; if the shareholding period is more than 1 month to 1 year (including 1 year), the taxable income shall be temporarily reduced by 50%;
The above income shall be subject to a 20% tax rate.
The holding time of shares held by Lu Qianyan is calculated from the date of lifting the ban. The holding period has exceeded 1 year. According to the nature of the shares held by Lu Qianyan and the relevant tax policies, Lu Qianyan's dividend was 300 million yuan this time, and the personal income tax is exempted, with the tax exemption amount reaching 60 million yuan.
In our country's tax system, there is no special tax policy for listed companies themselves. In daily operations of listed companies and non-listed companies, the tax law , which is the same as the tax law for the tax processing based on. It can be said that compared with non-listed companies, the above-mentioned personal income tax rules for individual shareholders of listed companies are a major tax dividend for listing.
2. Legal provisions on shareholder dividends
prerequisites for dividends:
a. Profits available for distribution
Article 166 of the " Company Law " stipulates that when a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits as listed in the company's statutory reserve fund . If the shareholders' meeting, shareholders' meeting or the board of directors distributes profits to shareholders in violation of the provisions of the preceding paragraph before the company makes up for losses and withdraws statutory reserves, the shareholders must return the profits distributed in violation of the regulations to the company.
Therefore, if the company has profits, it also needs to deduct taxes, make up for losses, withdraw provident fund, and then the remaining profit is the distributable profit .
b. Profit distribution plan is passed by the shareholders' meeting or the shareholders' meeting
Article 37 of the Company Law stipulates that it is the powers exercised by the shareholders' meeting.
Of course, company shareholders can understand the company's profit distribution through the company's audit report or resolutions made on the distribution plan in the shareholders' meeting resolution.
c. How to distribute dividends? How to distribute dividends in
If there is an agreement, it shall be distributed according to the agreement. If all shareholders agree on the profit distribution method and dividend ratio of each shareholder in the company's articles of association, the distribution shall be distributed according to the agreement. If there is no agreement, it shall be distributed according to the actual paid capital contribution ratio.
Article 34 of the Company Law stipulates that shareholders receive dividends according to the paid capital ratio; when the company adds new capital, shareholders have the right to give priority to subscribe to investment according to the paid capital ratio. However, this does not apply to all shareholders who agree not to receive dividends according to the proportion of capital contribution or to subscribe the capital contribution first according to the proportion of capital contribution.
3. Direct holding? Or indirect shareholding?
often asks customers, if you also hold equity , is it better to hold shares directly in person? Or is it better to hold shares through companies or limited partnerships?
A picture is for everyone to answer, direct holding/ Limited partnership /Co., Ltd.'s tax differences in the holding platform:
Assuming that the equity structure of a target company is as follows:
1. From the perspective of dividends alone,
If you look at it from the perspective of dividends, there is no big difference between individuals directly holding target companies and indirect holdings (whether it is holding target companies through limited partnerships or target companies through limited companies) It is founders A, A, B, D and Wu, and the personal income tax rate is 20%
A. Directly hold shares in the target company
dividends and dividend income: 20%
(1) The shares of listed companies obtained by individuals from the public offering and transfer markets, the holding period If the dividend and dividend income exceeds one year, the dividend and dividend income will be temporarily exempted from personal income tax; if the shareholding period is more than 1 month to 1 year (including 1 year), the dividend and dividend income will be temporarily reduced by 50% to be included in the taxable income; if the shareholding period is less than 1 month (including 1 month), the dividend and dividend income will be included in the taxable income. The tax rates are all 20%
This is also a bonus for the individual direct shareholding of listed companies. If the holding time meets the conditions, you can enjoy preferential and tax-free policies. However, if you hold shares indirectly through the shareholding platform, you still have to pay 20% personal income tax.
B. Dividends and dividends income from the target company through limited partnerships: According to regulations, the interest or dividends and dividends returned by the partnership for foreign investment are not merged into the company's income, but should be used as the interest, dividends and dividends obtained by investors individually, and personal income tax shall be calculated and paid at the 20% tax rate of "interest, dividends, dividends" income.
C. The target company through the limited liability company
dividends and dividends income: Equity investment income such as dividends, dividends and other equity investment between resident enterprises that meet the conditions is tax-free income and is exempt from corporate income tax.
After the individual shareholder indirectly holds shares through a limited liability company, he or she will eventually obtain dividends or investment income. Individuals must pay personal income tax at 20% in accordance with the " Personal Income Tax Law ".
2. From the perspective of future equity transfers,
A. Directly hold shares in the target company
that is, if founder A wants to transfer the equity of the target company he holds, the income from the transfer of equity and restricted shares before listing: 20%.
For individuals transferring stocks of listed companies obtained from public offering and transfer markets on Shanghai Stock Exchange and Shenzhen Stock Exchange , they are exempt from personal income tax.
B. Through limited partnerships, the target company
For this type, that is, A and B in the figure above, the tax rate for transferring equity is consulted with local tax departments. The reply is inconsistent. For example, the Guangzhou Taxation Bureau replied that 20% income tax is paid according to the "property transfer income", and the Ningbo Taxation Bureau replied that according to different situations, if Partnership B sells the equity of the target company and distributes it to each partner, then a tax of 5%-35% must be paid according to the "operating income".
If B wants to sell his indirectly held 12% of the target company, he will pay 20% income tax based on the "property transfer income". Generally speaking, if a shareholding is held through a partnership, the tax rate is between 5% and 35%, and the tax rate of 20% is applicable in some regions.
C. If the target company is held by a limited company through a limited company, if Ding and Wu transfer the equity of the target company, then first dispose of their foreign investment income according to the limited company, and pay corporate income tax at 25% according to the transfer of property income from .
After the individual shareholder indirectly holds shares through a limited liability company, he will eventually obtain dividends or investment income. After the limited liability company pays corporate income tax as described above, individuals must pay personal income tax at 20% in accordance with the Personal Income Tax Law. Therefore, if the shareholding platform makes a profit, the income tax will be 25%, and Ding and Wu have 20% personal income tax, and there is a double taxation. The comprehensive tax rate is 40%.
3. At the same time, consider the control issue
The company's business is a complex business form. In addition to the consideration of dividends and stock sales, a very important factor is also required, namely the consideration of control.
A. Directly hold shares in the target company
. If founder A excludes the case of having different shares in the same , its voting rights for the target company are 30% of the shares, and there is no leverage . That is, in the case of direct holding, the founder must have control or control, and if he wants to control it, he must have more than half or even an absolute majority of the shares, but this will inevitably have constraints on the subsequent financing of resources.
B. Holding shares in the target company through a limited partnership is a common method in the design of equity structure. As a GP (general partner), A only needs to hold a small share, that is, he can control the voice of the limited partnership B, thereby indirectly controlling 40% of the voting amount of the target company.
C. The target company through a limited liability company
At this time, Ding and Wu, as shareholders of the shares held by a limited liability company, will further weaken their control over the target company. The shareholding ratios of the target company are 21% and 9% respectively, and they have corresponding voting rights.
Through the above analysis, I believe everyone has a certain understanding of these three shareholding models. From the perspective of dividends, transfers, and control rights, there is no perfect plan, only the most suitable plan. This is why when designing an equity structure, it is usually a combination of multiple models. Saving costs, maintaining rights, and controlling risks are all necessary to consider. How to match is the essence of tailor-made.
This is the end of this issue of the article. Welcome to communicate with us.
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