1, which can be used to make up for the losses of enterprises, and make up for them by itself when losses occur; There are three main ways to make up for the loss, one is to make up for it with the pre-tax profit of the following year; The second is to make up for it with pre-tax profits in the future; Three ways are to make up for losses through surplus reserve. When an enterprise withdraws surplus reserves to make up for losses, it must be proposed by the board of directors and approved by the shareholders' meeting.
2. Capital can be increased; The transfer of capital also needs the approval of the resolution of the shareholders' meeting. When transferring capital, it shall be carried forward according to the original shareholding ratio of shareholders, and the amount of surplus reserve retained after the transfer shall not be less than 25% of the registered capital.
3. Dividends can be distributed. It is conditional to distribute shares from surplus reserve. Enterprises must make a profit in that year. If there is no profit, dividends cannot be distributed, and the following conditions must be met:
(1) The surplus reserves cover the losses, and the surplus is thrown away.
(2) When distributing dividends from surplus reserves, the dividend yield shall not exceed 6% of the face value of the shares.
(3) After dividends are distributed in the surplus reserve, the statutory surplus reserve shall not be less than 25% of the registered capital.
There will be some restrictions on the extraction of surplus reserves, which is also the restriction of the net profit realized by enterprises on investors' profit by stages. If an enterprise withdraws surplus reserves, whether it is used to make up losses or to increase capital, it is a change in the internal structure of enterprise rights and interests.
Surplus reserve is all kinds of accumulated funds, mainly including statutory surplus reserve, arbitrary surplus reserve and statutory public welfare fund.
Withdrawal of surplus reserve:
Generally speaking, we can divide surplus reserves into two types. One is the statutory surplus reserve. The statutory surplus reserve of a listed company shall be drawn at 65,438+00% of the after-tax profit, and may not be drawn when it reaches 50% of the registered capital. The other is the arbitrary surplus reserve, which is extracted by the resolution of the shareholders' meeting of listed companies. The difference between them lies in the different basis of extraction. Statutory surplus reserve shall be drawn by public law or administrative regulations, and arbitrary surplus reserve shall be drawn by the company itself.
The statutory surplus reserve ratio is 10%, which is not subject to tax adjustment and allowed by the tax law. The net profit extracted from the statutory surplus reserve itself has been taxed.
To sum up, if an enterprise has after-tax profits, it should first set aside the statutory reserve fund at the ratio of 10%; After the statutory reserve fund is withdrawn, you can withdraw any reserve fund according to the resolution of the shareholders' meeting.
Legal basis:
Article 166 of the Company Law of People's Republic of China (PRC)
When the company distributes the after-tax profit of the current year, it shall withdraw 10% of the profit and include it in the company's statutory reserve fund. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn.
If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory reserve fund from the after-tax profits, it may also withdraw the reserve fund from the after-tax profits upon the resolution of the shareholders' meeting or general meeting.
After-tax profits of the company after making up losses and drawing provident fund shall be distributed by the limited liability company in accordance with the provisions of Article 34 of this Law; A joint stock limited company shall distribute shares according to the proportion of shares held by shareholders, except that the articles of association of a joint stock limited company stipulate that shares shall not be distributed according to the proportion of shares held.
If the shareholders' meeting, shareholders' general meeting or the board of directors violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.
The company's shares held by the company shall not be distributed.
Article 168 The company's common reserve fund shall be used to make up the company's losses, expand the company's production and operation, or be converted to increase the company's capital. However, the capital reserve fund shall not be used to make up the company's losses.
When the statutory reserve fund is converted into capital, the retained reserve fund shall not be less than 25% of the registered capital of the company before the transfer.