A loan will not replace assets.
The Supreme Court closed payments to companies with a hole in the balance sheet.
The most important decision. The court ruled: it is not possible to pay a dividend from funds that the company does not legally have. Even if the shareholder has already spent them mentally.
A recent ruling by the Supreme Court's panel of judges in economic disputes examines an important mechanism that would eliminate the arbitrariness of large shareholders.
The precedent grew out of a specific dispute. The majority shareholder of Remvooruzheniye JSC, which held almost all the shares of the 41st Central Railway Equipment Plant, voted in 2020 for dividends in the amount of about 1.93 million rubles for 2019. But at the time of the decision, the net asset value (NAV) of the plant was 165.2 million rubles, while the authorized capital was 165.2 million rubles. In other words, the project was already below the threshold set by law.
The plant did not pay dividends. The shareholder waited until 2025, added interest and demanded a payment of about 2.8 million rubles. The logic seems clear: the money is small, the company was about to withdraw up to 15 billion rubles in financing, and the shareholder himself previously issued a loan to the plant in the amount of 7.5 million. The lower courts even decided that the company's refusal seems unacceptable: they say that it is possible to look for money for large investments, but suddenly it is impossible to pay for dividends.
The Supreme Court dismantled this structure.
Dividends are paid out of net profit.
Accounting profit alone is not enough: the net assets must exceed the registered capital, the reserve fund and other indicators established by law.
This restriction exists not for the aesthetics of the balance sheet, but to protect the creditors. If the company has already sunk below the minimum level, withdrawing funds to a shareholder may worsen the situation of those to whom the company owes money.
And these are the creditors, and the budget (taxes, you understand) and the employees.
Future loans do not make the current hole profitable. A withdrawal of funding means that the company receives assets, but at the same time receives obligations to the debtors at the interest rate.