Dividend Payment in a Proportion Different from Shareholding
According to Article 183 of the Companies Act, the rules for distributing profit to company members apply similarly to dividend payments to shareholders. The founding act of a limited liability company may specify that profits are not distributed in proportion to members’ shares in the share capital. This allows the company to use alternative distribution criteria, for example based on members’ contributions, active involvement, or other agreed-upon conditions.
On the other hand, article 182 of the same Act states that a company may make profit distributions, return additional contributions or loans, and other payments only in accordance with the founding act and any payment restrictions. This prevents arbitrary payments and provides legal certainty for all members.
Thus, the possibility to pay dividends in a proportion different from shareholding exists only if both conditions are met:
The company’s founding act explicitly allows for such distribution;
The company’s assembly adopts a decision to pay dividends in a different proportion, with clear justification for the distribution criteria.
The general rule is that dividends are paid in proportion to members’ shares in the share capital. However, in exceptional cases, if permitted by the founding act and approved by the assembly, an alternative distribution may be applied. This ensures both flexibility and transparency in profit distribution.
