The Supreme Court put an end to the dispute over dividends from unprofitable companies. Spoiler: You can't.
Dividends are a distribution of net profit, and not an advance for past rights, the court believes. The law establishes a strict condition according to which the company's net assets at the time of payment must exceed the amount of the registered capital and the reserve fund. And if there is no surplus, then the decision of the general meeting is legally void, no matter how much money the shareholder invested before.
Earlier, the Moscow District Arbitration Court took a step towards approving the withdrawal of funds from the non-name enterprise. This is accepted at the expense of creditors, counterparties and the business itself. Now such a maneuver is impossible.
The precedent closes the popular scenario, where the majority shareholder funds the company, then votes for dividends during a loss period and returns them through the courts, challenging his own contribution.
The Supreme Court showed that a shareholder's personal advantages to the company do not give him the right to bypass balance sheet limitations. This is a direct protection of minority shareholders and creditors - those who traditionally find themselves at the receiving end of such schemes.