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Board Resolution Dividend Distribution for the United Kingdom

Board Resolution Dividend Distribution Template for United States

A Board Resolution for Dividend Distribution is a formal document that records the board of directors' decision to distribute profits to shareholders in the form of dividends. Under U.S. corporate law, this resolution must comply with federal and state requirements, including solvency tests and capital maintenance rules. The document serves as official evidence of the board's authorization and typically includes details about the dividend amount, payment date, and confirmation of the company's financial ability to make the distribution.

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Board Resolution Dividend Distribution

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What is a Board Resolution Dividend Distribution?

A Board Resolution Dividend Distribution is a crucial corporate governance document required whenever a company decides to distribute profits to its shareholders. This resolution is mandated by U.S. corporate law and serves multiple purposes: it documents the board's decision-making process, confirms compliance with legal requirements, and provides protection for directors in fulfilling their fiduciary duties. The resolution must demonstrate that proper financial analysis was conducted, ensuring the distribution won't impair the company's ability to meet its obligations. It's particularly important for both public and private companies, as it creates a clear audit trail for regulatory compliance and shareholder communications.

What sections should be included in a Board Resolution Dividend Distribution?

1. Title and Date: Corporate name, meeting date, resolution type

2. Attendees: List of present board members and quorum confirmation

3. Recitals: Background information and reasons for dividend distribution

4. Financial Statement Review: Confirmation of review of company's financial position

5. Resolution Details: Specific dividend amount, payment date, record date

6. Authorization: Board's formal approval and authorization

7. Signatures: Required signatures of authorized officers

What sections are optional to include in a Board Resolution Dividend Distribution?

1. Special Conditions: Any specific conditions attached to the dividend payment, used when dividend payment has specific prerequisites

2. Regulatory Compliance: Specific regulatory requirements being met, used for public companies or regulated industries

3. Tax Considerations: Special tax treatment or considerations, used when special tax implications exist

What schedules should be included in a Board Resolution Dividend Distribution?

1. Financial Statements: Recent balance sheet and profit/loss statements

2. Solvency Certificate: Certificate confirming company's solvency post-distribution

3. Dividend Calculation: Detailed calculation of dividend amount and distribution

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Document Type

Board Resolution

Cost

Free to use
Clauses





















Industries

Internal Revenue Code: Federal tax provisions governing the taxation of dividend distributions, including tax rates, withholding requirements, and reporting obligations

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and requiring specific disclosures for dividend distributions by publicly traded companies

Sarbanes-Oxley Act: Federal law establishing requirements for public companies regarding financial transparency and corporate governance in relation to major financial decisions

State Corporation Laws: State-specific legislation governing corporate operations, including dividend distribution requirements and restrictions (varies by state of incorporation)

Balance Sheet Test: Legal requirement to verify adequate surplus or retained earnings before dividend distribution

Solvency Test: Legal requirement to ensure company can pay its debts as they become due after the dividend distribution

Articles of Incorporation: Company's founding document that may contain specific provisions or restrictions regarding dividend distributions

Company Bylaws: Internal rules governing company operations, including procedures for declaring and paying dividends

Loan Covenants: Restrictions in loan agreements that may limit the company's ability to distribute dividends

Fiduciary Duties: Legal obligations of directors to exercise duty of care and business judgment in approving dividend distributions

SEC Requirements: For public companies, specific filing and disclosure requirements related to dividend declarations and payments

Stock Exchange Rules: Requirements and notifications required by relevant stock exchanges regarding dividend distributions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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