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As can I be aware of the payment of dividends?

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bubble285
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As can I be aware of the payment of dividends?

Postby bubble285 » Fri, 21 Jun 2013 12:41 pm

I am a foreign investor in a Pte Ltd in Singapore. I conducted my investment to get dividends during the current third year 2013.

During this time, the directors have given declares that the company lost. Earlier this year the directors made an offer to purchase for my shares. A strange group of matters was happening then so I discover that they are cheating me. They makes an offer for my shares but they sent me a document to sign trying to get my shares for 1SGD..so I put the true upon the table. And I was warn about all retained amounts, and reserves made in accounting which I do not interpret it as lost.

In explaining this to the directors, they have taken an aggressive / oppressive against me and omite my rights. I make questions they don't answer to me. The secretary of the company not respond because I discovered he is involved in this "Try" ( he prepares the documents). I'm taking some steps in this regard, but it
few days ago I received the notification of attendance at an AGM, to which I have applied to attend via webcam because I'm in a foreigner country but they do not answer me and I can not attend the AGM in so few days. Recently I received a copy of the audited accounts with other documents that they want I sign:


1st. Document where I must to sign my attendance at the AGM at which I can not attend.

2.st. Document which say that during the meeting will discuss the article 100 (below):

"Shall dividend not be paid otherwise than out of profits or Shall bear interest against the company"

My deductions and questions:

1. If they are going to talk about the article 100 I have in mind that they gonna speak about to convert the reserves in dividends, because we are ended the third year and there is not dividends issued on latest years. But I can't know more, because the directors don't answer my questions. Could be right?

2. They need my signature to issue dividends? or if there is any dividend they must to pay it to me? without my signature?

3, What if I refuse to sign the AGM. Managers can benefit from my refusal to sign and exclude me of the payment of dividends?

4. Where is registered that I received my dividends given that the Secretary may lie in the declaration and say that I have paid without being true?

5. How can I know if I sign any document they can't skipped the paid to me? In your opinion I should wait for the dividends check before signing anything?

6. There is any penalty for me to omite sign the AGM?

I'm worried that they can get the dividends without paying to me or without tell me nothing. As directors don't answer to me I pray for some help. I appreciate your answers.

Thanks a lot.

All comments are welcomed.

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Postby Strong Eagle » Fri, 21 Jun 2013 10:34 pm

Is this a private limited or a public company?

How many shareholders?

What percentage of the shares do you own?

How many directors?

bubble285
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Postby bubble285 » Sat, 22 Jun 2013 9:18 am

Hi!

Is this a private limited or a public company?

It is a Pte Ltd.

How many shareholders?

2

What percentage of the shares do you own?

10%

How many directors?

3

All shares are ordinary. Waiting for ur comments. Thanks.

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Strong Eagle
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Postby Strong Eagle » Sun, 23 Jun 2013 2:29 am

Let's talk about dividends first. Dividends must be paid equally to all ordinary shares. So, if a dividend is declared, you own 10% of the stock and must receive 10% of the total dividends issue.

By law (and if the articles of incorporation say different they are invalid), no dividends can be paid except out of profits. That also means that they can be paid out of retained earnings, which are just profits from prior years. What you cannot do is pay dividends from paid up capital and if there are neither profits this year, nor retained earnings from prior years, then it is illegal to pay a dividend.

Unfortunately, as a minority shareholder, you are essentially screwed in having any say in the company. By law, directors can make all the decisions in running the company, except for a few specified by law and/or the articles of incorporation, where at least 50% of the voting SHARES are needed to approve.

For example, most articles require a shareholder vote to issue dividends. Since you have only 10 percent of the stock you can never stop any vote. A few decisions require 75% of the voting shares to approve but you are still screwed.

So, it doesn't really matter if you sign anything or not, or even attend the meeting... they have the power to outvote you on anything.

About the only options available to you are these:

a) If they fail to pay you dividends in an amount per share that is the same as all the other shares, they are committing a criminal act and you should report them.

b) If they don't have profits or retained earnings but pay dividends anyway, they are committing a criminal act and you should report them.

c) If they fail to supply you with annual reports of all financial activity they are in violation of the companies act and you should report them.

If they are trying to wind up the company, there is a process for distributing any remaining funds after creditors are paid, but again, the remaining assets must be distributed equally on a per share basis.


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