Sometimes companies create silent partnerships to bring in new investors. See how calculations are made when paying dividends to these new partners.
The characteristic feature of non-voting shares is that, as compensation for the deprivation of voting rights, the holder is entitled to receive a minimum annual dividend, fixed or variable, which is established in the articles of association. And, once the minimum dividend has been agreed, the holder is also entitled to the same dividend that corresponds to ordinary shares.
Therefore, if an SL issues non-voting shares, it is obliged to do the following:
If there are distributable profits, to agree to distribute the minimum dividend on the non-voting shares. If it is agreed not to distribute them, this agreement will be null and void.
If there are no profits or if they are not sufficient – for example, because the articles of association stipulate that a special reserve must be set up which is not yet covered – the unpaid minimum dividend must be paid within the next five financial years. As long as it has not been paid, the holder has the same voting rights as all other shareholders.
In a company, the share capital is 200,000 euros, of which 40,000 (20%) correspond to non-voting shares to which a minimum obligatory dividend of 5% of their nominal value has been recognised. If a profit of 25,000 euros has been made in the year and is distributed in full, the amount that each shareholder will receive is as follows:
|Item||Regular members||Non-voting members|
|Preliminary dividend (1)||–||2.000|
|Regular dividend (2)||18.400||4.600|
1. 5% of the 40,000 euros corresponding to the nominal value of the non-voting shares.
2. After distribution of the mandatory dividend, the remainder – €23,000 – is distributed among all shareholders in proportion to their shareholding.
On the other hand, it should be remembered that, in the event of liquidation, the new shareholder is entitled to reimbursement of the value of his or her non-voting shares before any amount is distributed to the remainder. And, in the event of a capital increase, he will have a pre-emptive subscription right for the new shares, regardless of their type.
Our advisors will inform you on how to calculate the minimum dividend to be paid to shareholders holding non-voting shares and the other rights and obligations of the company vis-à-vis these shareholders.