A Directors Resolution For Dividends is a crucial corporate governance document used in the United Arab Emirates when a company's board of directors decides to distribute profits to shareholders. The document is required under UAE Federal Decree-Law No. 32 of 2021 and must be prepared whenever a company intends to declare dividends, whether interim or final. The resolution includes essential elements such as financial position verification, solvency confirmation, and specific dividend distribution details. It serves multiple purposes: documenting the board's decision-making process, ensuring compliance with UAE corporate law, protecting directors by evidencing their due diligence, and providing a formal record for shareholders and regulatory authorities. The document is particularly important in the UAE context where corporate governance requirements are strictly enforced and proper documentation of board decisions is essential for regulatory compliance.
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1. Title and Date: Formal title of the resolution and date of the meeting
2. Company Details: Full legal name of the company, registration number, and registered office address
3. Present Directors: List of directors present at the meeting and confirmation of quorum
4. Chairman: Appointment of chairman for the meeting
5. Financial Statement Review: Confirmation that the directors have reviewed the relevant financial statements and profit position
6. Dividend Declaration: Specific details of the dividend being declared, including amount per share and total amount
7. Payment Details: Record date, payment date, and method of payment
8. Solvency Statement: Confirmation that the company meets the solvency test requirements under UAE law
9. Authority and Compliance: Statement confirming compliance with law and articles of association
10. Execution: Signature blocks for directors
1. Interim Dividend Justification: Required only for interim dividends, justifying the decision based on interim financial statements
2. Different Share Classes: Required when company has multiple share classes with different dividend rights
3. Legal Opinion Reference: Include when external legal opinion has been obtained regarding the dividend distribution
4. Central Bank Approval: Required for financial institutions needing Central Bank approval for dividend distribution
5. Parent Company Confirmation: Required for subsidiaries needing parent company approval for dividend distribution
1. Financial Summary: Summary of relevant financial statements supporting the dividend declaration
2. Shareholder Register: Current list of shareholders entitled to receive the dividend
3. Dividend Calculation: Detailed calculation showing the dividend amount per share and total distribution
4. Legal Requirements Checklist: Checklist confirming compliance with UAE legal requirements for dividend distribution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Real Estate
Manufacturing
Retail
Technology
Healthcare
Energy
Transportation & Logistics
Professional Services
Construction
Telecommunications
Hospitality
Trading & Distribution
Relevant Teams
Legal
Finance
Corporate Governance
Compliance
Company Secretariat
Treasury
Corporate Affairs
Board Administration
Shareholder Relations
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Board Director
Legal Counsel
Corporate Governance Officer
Financial Controller
Compliance Officer
Managing Director
Finance Manager
Corporate Secretary
Board Chairman
Audit Director
Treasury Manager
Legal Director
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