Dividend Payments in Singapore

Dividend Payments in Singapore 新加坡的股息支付

Definition of a Dividend 股息的定义

A dividend is the distribution of the excess money obtained from a portion of the company’s earnings. Dividends are paid to one or more of the company’s shareholders. Dividends are managed and controlled by the company’s board of directors. However, the distribution of dividends needs approval from the shareholders through their ability to exercise their legal right to vote. Dividends are usually issued as cash payments, as shares of stock, or other forms of property; however, cash dividends are the most common. 股息是从公司的一部分收益中获得的超额资金的分配。股息支付给公司的一个或多个股东。股息由公司董事会管理和控制。然而,股利分配需要股东通过其行使法定投票权的能力获得批准。股息通常以现金支付、股票或其它形式的财产的形式发放;然而,现金股息是最常见的。

A dividend can also be defined a token reward paid to the shareholders for their investment in a company’s equity which usually originates from the company’s net profits. While the larger portion of the profits is kept within the company as retained earnings which are intended to be money used for the company’s continuing and future business activities, the remainder can be allotted to the shareholders as a dividend. However, at times, companies may still make dividend payments even when they have not made sufficient profits. They may do so for the purpose of maintaining their established track record of making regular dividend payments. 股息也可以被定义为一种支付给股东对公司股权投资的,象征性的报酬,通常来源于公司的净利润。虽然利润的较大一部分作为“留存收益”保留在公司内部,该留存收益旨在用作公司持续和未来业务活动的资金,但剩余部分可作为股息分配给股东。然而,有时,即使公司没有获得足够的利润,它们仍可能支付股息。他们这样做的目的是为了保持定期支付股息的既定记录。

The board of directors can choose to issue dividends over various time frames and with different pay-out rates. Different companies have different ways of issuing their dividend based on decisions made by the board of directors of the company. Dividends are usually paid at a scheduled frequency. 董事会可以选择在不同的时间范围内以不同的派息率发放股息。根据公司董事会的决定,不同的公司有不同的分红方式。股息通常按预定的频率支付。

Dividends and Profits 分红和利润

Dividends are normally paid out of a company’s profits. Such profits are specifically the profits of the company and not the profits of any group or entity with which the company is associated. This also applies regardless of whether the total assets of the company are less than the original capital contributions made by the company’s shareholders. As long as the net income of the company is positive, the paid-up capital does not have to be maintained in order for dividends to be paid. 股息通常是从公司的利润中支付的。这些利润具体是指公司的利润,而不是与公司有关联的任何集团或实体的利润。无论公司的总资产是否低于公司股东的原始出资额,这一点也适用。只要公司的净收入为正,就不必维持实收资本以支付股息。

Capital appreciation is a portion of the profits of the company, even if no revenue profits have been earned by the company. For this reason, dividends may be paid out of capital gains derived from the sale of capital assets unless the company’s constitution forbids such dividend payments. On the other hand, a company’s profits do not include capital depreciation; however, they can include past-year profits that have been carried forward. Therefore, dividends do not have to be paid from profits earned in the same year. However, if such retained profits have become unavailable for distribution, they cannot be used for the purposes of paying dividends. 资本增值是公司利润的一部分,即使公司没有赚取收入利润。因此,股息可从出售资本资产所得的资本利得中支付,除非公司章程禁止此类股息支付。另一方面,公司的利润不包括资本折旧;但是,它们可以包括结转的过去一年的利润。因此,不必从同一年的利润中支付股息。但是,如果这些留存利润无法分配,则不能用于支付股息。

In Singapore, a company’s constitution sometimes places restrictions on what profits may be used for the payment of dividends; such holds true in most other countries as well. 在新加坡,公司章程有时会对用于支付股息的利润有所限制;在大多数其它国家也是如此。

Other Information Regarding Dividends 关于股息的其它信息

In addition to considering whether a company has enough profits to declare dividends, there are also other factors which ought to be considered. For example, shareholders do not have any unconditional rights to dividends unless otherwise specified in the constitution. Similarly, shareholders are usually not allowed to compel a company to pay dividends. 除了考虑一家公司是否有足够的利润来宣布股息外,还有其它一些因素应该考虑。例如,除非公司章程另有规定,否则股东没有任何无条件的分红权。同样,股东通常也不被允许强迫公司支付股息。

Profits are usually only required to be available on the date of declaration of dividends, not at the time the dividends are paid. Dividends may not be declared after the company has gone into liquidation because that would mean that the company in question would no longer be in operation. 利润通常只要求在宣布股息之日才可获得,而不是在支付股息之时。公司进入清算程序后,不得宣布股息,因为这意味着有关公司将不再运营。

Payment of Dividends 支付股息

The first step of the process of dividend payment is usually made by the directors of a company. Generally, directors will recommend a particular rate to be paid as dividends. This rate is to be voted on and approved by shareholders during the company’s annual general meeting (AGM). Such dividends are referred to as final dividends. If the company has adopted the model constitution prescribed under the Companies Act without any modifications, the value of dividends declared is not permitted to exceed the amount recommended by the directors. 股利支付过程的第一步通常是由公司董事来完成的。一般来说,董事推荐一个特定的股息率。该股息率将在公司年度股东大会(AGM)上由股东表决通过。此类股息称为“最终股息”。如果公司在未经任何修改的情况下采用了《公司法》规定的 章程范本,则宣布的股息价值不得超过董事建议的金额。

Directors are allowed to pay interim dividends if such are justified by the company’s profits. Such dividend payments are typically made before a company’s AGM and the release of its final financial statements. They usually accompany the company’s interim financial statements.  如果公司的利润证明有正当理由,董事可以支付中期股息。此类股息支付通常在公司年度股东大会及其最终财务报表发布之前进行。它们通常伴随着公司的中期财务报表。

Once a final dividend has been validly declared, it becomes debt owed by the company to its shareholders. This debt is immediately payable unless the declaration stipulates that the dividend will be payable at a later date. Such a declaration cannot be cancelled, reduced or rescinded after the declaration has been made and agreed to by all parties involved. An interim dividend does not create a debt owed by the company to its shareholders, but a final dividend does. However, in most cases, companies are to honour their interim dividend declarations. 一旦最终股息被有效宣布,它就成为公司欠股东的债务。除非声明规定股息将在稍后日期支付,否则该债务应立即支付。经申报各方同意,不得作废、减少或者撤销。中期股息不会产生公司欠股东的债务,但最终股息会产生债务。然而,在大多数情况下,公司都要履行中期股息声明。

If a dividend is paid but the company in question does not have any profits available, directors who have permitted such a payment have committed an offense and will be punished in a suitable manner. 如果支付了股息,但该公司没有任何可用的利润,则允许支付股息的董事已构成犯罪,并将以适当的方式受到惩罚。

A director who has wilfully paid or permitted such a payment is guilty of a criminal offense under section 403(2) of Singapore’s Companies Act and is liable on conviction to a fine of up to S$5,000 or a jail term of one year. The director will also be liable to the company’s creditors for the amount of debts owed to them to the extent that the dividends paid exceeded the available profit. 一名董事故意支付或允许支付此类款项,即构成《新加坡公司法》第403(2)节所述的刑事犯罪,一经定罪,可处5000新元以下罚款或一年监禁,如果支付的股息超过可用利润,董事还应向公司债权人承担债务。

To be convicted of this crime, it must first be established that the director had known of circumstances which would have proven that there had been insufficient profits to properly declare dividends. However, this only applies if the director knew of such a fact at the time that the dividends were declared. 要被判有罪,首先必须确定董事知道可以证明没有足够的利润来适当宣布股息的情况。但是,只有当董事在宣布股息时知道这一事实时,这一点才适用。

Generally, there is no legal responsibility for shareholders who have received wrongful payments. However, shareholders who have received dividends while knowing that there were no profits from which the dividends could have been paid will usually be required to refund those dividends. 一般来说,对收到错误付款的股东不承担任何法律责任。然而,在知道没有利润可用于支付股息的情况下收到股息的股东通常会被要求退还这些股息。

Amount of Money Received by Shareholders 股东收到的金额

Each shareholder usually receives dividends according to their shares. If  a shareholder desires to change the amount to be received, the matter can be stated during the annual general meeting. 每个股东通常根据其股份获得股息。如果股东希望变更应收款金额,可在年度股东大会上说明。

There are two primary causes for increases in a company’s dividend per share payout. The first is an increase in the company’s net profits out of which dividends are paid. The second is a change in the company’s growth strategy that leads the company to decide to expend less of its earnings for the purpose of growth and expansion, thus leaving a larger share of profits available to be paid to shareholders in the form of dividends. 增加公司每股派息有两个主要原因。首先是公司的净利润增加,从中分红。第二是公司增长战略的变化,导致公司决定将更少的收益用于增长和扩张,从而使更多的利润可以以股息的形式支付给股东。

There are a number of reasons why a company might decide to reinvest a smaller portion of its profits into growth and expansion projects. These reasons depend on the size of the company, production capabilities, and other similar factors. Investors typically prefer to invest in companies which have stable dividend payout ratios because such companies are financially sound company and have earnings which will support continued positive dividend yields for investors. 公司可能会决定将利润的一小部分再投资于增长和扩张项目,原因有很多。这些原因取决于公司的规模、生产能力和其它类似因素。投资者通常倾向于投资于股息派息率稳定的公司,因为这些公司财务状况良好,且有盈利,将支持投资者持续的正股息收益率。

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