1

Q：Do shareholders always have to pay individual income tax when receiving dividends from the company?

A：Not necessarily. When a company distributes dividends to individual shareholders, it should withhold individual income tax at a tax rate of 20% according to the "income from interest, dividends and bonuses". However, there are four situations where withholding individual income tax is not required!

问：股东从公司分红，是否一定交个税？

答：不一定。公司对于个人股东分红应按照“利息股息红利所得”适用20%税率扣缴个人所得税。但是有四种情形，却不需要扣缴个税！

• Individuals obtain dividends from listed companies that meet the tax exemption conditions
• 个人取得符合免征条件的上市公司股票分红

The "Notice of the Ministry of Finance, the State Administration of Taxation and the China Securities Regulatory Commission on Issues Concerning the Differentiated Individual Income Tax Policy for Dividends and Bonuses of Listed Companies" stipulates that for individuals who obtain stocks of listed companies from the public offering and transfer markets and hold the stocks for more than one year, the income from dividends and bonuses shall be temporarily exempted from individual income tax.

《财政部 国家税务总局 证监会关于上市公司股息红利差别化个人所得税政策有关问题的通知》规定：个人从公开发行和转让市场取得的上市公司股票，持股期限超过1年的，股息红利所得暂免征收个人所得税。

• Individuals obtain dividends from listed companies that meet the tax exemption conditions
• 个人取得符合免征条件的挂牌公司股票分红

The "Announcement of the Ministry of Finance, the State Taxation Administration and the China Securities Regulatory Commission on Continuously Implementing the Differentiated Individual Income Tax Policy for Dividends and Bonuses of Companies Listed on the National Equities Exchange and Quotations" stipulates that for shareholders of listed companies (New Third Board), if the shareholding period exceeds one year, the individual income tax on dividends will be exempted.

《财政部 税务总局 证监会关于继续实施全国中小企业股份转让系统挂牌公司股息红利差别化个人所得税政策的公告》规定，挂牌公司（新三板）的股东，持股期限超过1年，免征分红的个人所得税。

• Foreign individuals obtain dividends from foreign-invested enterprises
• 外籍个人从外商投资企业取得分红

The "Notice of the Ministry of Finance and the State Administration of Taxation on Several Policy Issues Concerning Individual Income Tax" stipulates that the income from dividends and bonuses obtained by foreign individuals from foreign-invested enterprises shall be temporarily exempted from individual income tax.

《财政部 国家税务总局关于个人所得税若干政策问题的通知》规定，外籍个人从外商投资企业取得的股息、红利所得暂免征收个人所得税。

• Investors obtain dividends from fund distributions
• 投资者从基金分配中取得分红

The "Notice of the Ministry of Finance and the State Administration of Taxation on Tax Issues Concerning Open-Ended Securities Investment Funds" stipulates that for the income obtained by investors (including individual and institutional investors) from fund distributions, individual income tax and enterprise income tax will not be levied temporarily.

《财政部国家税务总局关于开放式证券投资基金有关税收问题的通知》规定：对投资者（包括个人和机构投资者）从基金分配中取得的收入，暂不征收个人所得税和企业所得税。

Precautions注意事项

01

Regarding the third item, according to the current policy provisions, the exemption of individual income tax on the income from dividends and bonuses obtained by foreign individuals is limited to two situations:

关于第三条，根据现行政策规定：外籍个人取得的股息、红利所得予以免征个人所得税，只限于两种情况：

• It refers to the income from dividends and bonuses obtained by foreign individuals from foreign-invested enterprises.
• It refers to the income from dividends (bonuses) obtained by foreign individuals who hold B shares or overseas shares (including H shares) from Chinese domestic enterprises that issue such B shares or overseas shares.
• 对外籍人员从外商投资企业取得的股息、红利所得；
• 对持有B股或海外股（包括H股）的外籍人员，从发行该B股或者海外股的中国境内企业所取得的股息（红利）所得。

Except for the above two situations, foreign individuals who obtain income from interest, dividends and bonuses within China due to their creditor's rights or equity ownership shall pay individual income tax. However, if foreign individuals or their entrusted withholding agents or agents apply for enjoying the tax treaty treatment in accordance with the "Notice of the State Administration of Taxation on Issuing..." (Guo Shui Fa [2009] No. 124), the preferential tax rate agreed upon in the tax treaty can be implemented.

除上述两种情况外，外籍个人因拥有债权、股权而取得的来自中国境内利息、股息、红利所得应当缴纳个人所得税，但外籍个人或者其委托扣缴义务人、代理人依照《国家税务总局关于印发的通知》（国税发[2009]124号）提出享受税收协定待遇申请，可按税收协定约定的优惠税率执行。

For the policy that the individual income tax on dividends obtained by foreign individuals from foreign-invested enterprises is temporarily exempted, in the "Announcement of the State Administration of Taxation on Canceling 20 Tax Certification Matters" (Announcement of the State Administration of Taxation No. 65 of 2018), there is no need to submit certificates. Relevant information can be directly filled in the tax return form to enjoy the tax exemption.

外籍个人从外商投资企业取得分红暂免征收个人所得税的政策，在 《国家税务总局关于取消20项税务证明事项的公告》（国家税务总局公告2018年第65号）中，不需要提交证明，直接在申报表中填报相关信息即可享受免税。

02

For the fourth item, the income obtained by individuals from fund companies is exempt from individual income tax. However, dividends obtained by fund companies from listed companies are not tax-exempt.

对于第四条，个人从基金公司取得的收入，免个人所得税。但对基金公司从上市公司取得分红，并不免税。

The "Notice of the Ministry of Finance and the State Administration of Taxation on Tax Issues Concerning Open-Ended Securities Investment Funds" stipulates that for the dividend and bonus income from stocks, the interest income from bonds and the interest income from savings deposits obtained by funds, listed companies, enterprises issuing bonds and banks shall withhold and remit 20% of individual income tax when paying the above income to the funds; for the income obtained by investors (including individual and institutional investors) from fund distributions, individual income tax and enterprise income tax will not be levied temporarily.

《财政部国家税务总局关于开放式证券投资基金有关税收问题的通知》规定：对基金取得的股票的股息、红利收入，债券的利息收入、储蓄存款利息收入，由上市公司、发行债券的企业和银行在向基金支付上述收入时代扣代缴20%的个人所得税；对投资者(包括个人和机构投资者)从基金分配中取得的收入，暂不征收个人所得税和企业所得税。

The "Notice of the Ministry of Finance and the State Administration of Taxation on Tax Issues Concerning Securities Investment Funds" stipulates that for the dividend and bonus income from stocks and the interest income from corporate bonds obtained by investors from fund distributions, listed companies and enterprises issuing bonds shall withhold and remit 20% of individual income tax when distributing dividends, bonuses and interest to funds. When funds distribute dividends, bonuses and interest to individual investors, they will no longer withhold and remit individual income tax.

《财政部、国家税务总局关于证券投资基金税收问题的通知》规定：对投资者从基金分配中获得的股票的股息、红利收入以及企业债券的利息收入，由上市公司和发行债券的企业在向基金派发股息、红利、利息时代扣代缴20％的个人所得税，基金向个人投资者分配股息、红利、利息时，不再代扣代缴个人所得税。

Article 4 of the "Announcement on Continuously Implementing the Differentiated Individual Income Tax Policy for Dividends and Bonuses of Companies Listed on the National Equities Exchange and Quotations" stipulates that individual income tax shall be calculated and levied on the income from dividends and bonuses obtained by securities investment funds from listed companies in accordance with the provisions of this announcement.

《关于继续实施全国中小企业股份转让系统挂牌公司股息红利差别化个人所得税政策的公告》第四条规定：对证券投资基金从挂牌公司取得的股息红利所得，按照本公告规定计征个人所得税。

2

Q：At the end of the year, shareholders are going to receive dividends. Is it necessary that the dividend distribution ratio must be in accordance with the proportion of capital contributions?

A：Not necessarily. All shareholders can stipulate in the "Shareholders' Agreement" that dividends will not be distributed according to the proportion of capital contributions.

问：年终了股东要分红，请问分红比例必须按照出资比例来分红吗？

答：不一定，全体股东签订《股东协议》可以约定不按照出资比例分红。

3

Q：Can a company distribute dividends to shareholders when it is in loss?

A：When a company is in loss, it is impossible to distribute dividends to shareholders.

问：公司亏损能否给股东分红？

答：公司亏损，是没法给股东分红的。

4

Q：Is it legal for a company not to distribute dividends despite being profitable?

A：When a company is profitable, it can choose not to distribute dividends to shareholders, and there is no rigid requirement in terms of taxation that it must distribute dividends.

Reminder: In the case where a company has been profitable for five consecutive years but has not distributed profits to shareholders for five consecutive years, shareholders can request the company to acquire their equity. The company will then provide an acquisition plan and pay shareholders a reasonable price, and shareholders will complete the process of withdrawing their shares.

问：公司有盈利但是不分红是否合法？

答：公司盈利了，可以不向股东分红，税务上没有硬性要求必须分红。

提醒：公司连续五年盈利，却连续五年不给股东分利润的情况下，股东可以请求公司收购自己的股权，公司会提供收购方案然后支付给股东合理的价位，股东完成退股。

5

Q：Our company holds a 10% stake in the invested enterprise. Can we obtain dividend distributions not in accordance with the shareholding ratio? Will such dividend distributions still enjoy the exemption from enterprise income tax?

A：1. It is possible to obtain dividends not in accordance with the proportion of capital contributions, which requires an agreement among all shareholders.

2.Your company can enjoy the preferential treatment of exemption from enterprise income tax for the investment income obtained through dividend distributions that are not in line with the proportion of equity capital contributions.

问：我公司占股被投资企业10%，我能否不按照占股比例取得股息分红？这样分红是否还享受免征企业所得税？

答：1、可以不按照出资比例分取红利，需要全体股东约定；2、你公司取得不按股权出资比例分红的投资收益，可以享受免征企业所得税的优惠。

6

Q：Shareholder A, who is a natural person, was supposed to receive a profit dividend of 1 million yuan according to the resolution of the shareholders' meeting in December 2023, and this dividend will be credited to the account in June 2024. When is the occurrence time of the tax payment obligation for this dividend in terms of individual income tax?

A：The withholding obligation shall be fulfilled when the income is paid. Therefore, the occurrence time of the tax payment obligation for individual income tax is the date when dividends are obtained each time.

问：自然人股东甲，2023年12月份根据股东会决议，应取得利润分红100万元，2024年6月份该笔分红会到账。请问个人所得税上该笔分红的纳税义务发生时间是何时？

答：支付所得时履行扣缴义务，因此个税的纳税义务发生时间为每次取得分红的日期。

Author 作者 | Alex