シンガポール法人の配当金の支払について
2015.09.10
Company law/ 会社法
シンガポール法人から配当金を支払いたいのですが、どうすれば良いですか?という質問がありました。
会社法では株主への配当は利益からのみ支払うことがと規定されています。
配当の手続きは定款に定められており、標準定款には下記のとおり記載されています。
DIVIDENDS AND RESERVES
98. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors.
99. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.
100. No dividend shall be paid otherwise than out of profits or shall bear interest against the company.
101. The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as reserves which shall, at the discretion of the directors, be applicable for any purpose to which the profits of the company may be properly applied, and pending any such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares in the company) as the directors may from time to time think fit. The directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.
102. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date that share shall rank for dividend accordingly.
103. The directors may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.
104. Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways and the directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the directors may settle the same as they think expedient, and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the directors.
105. Any dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of 2 or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the shares held by them as joint holders.
一般的に、配当金額は取締役(会)が決定し、General Meeting(株主総会)でその金額を承認します。
中間配当も可能で、回数に制限がありません。中間配当をする場合にはExtraordinary General Meeting(臨時株主総会)にて配当額を決議します。
日本では配当金の支払時に配当金額の20.42%(所得税+住民税+復興特別所得税)を源泉徴収して税務署に納税します。
シンガポールでは配当金は非課税となっており、配当を支払う会社は源泉徴収、IRASへの報告は必要ありません。