A Board Resolution Dividend Distribution is a crucial corporate governance document required under Canadian law whenever a company's board of directors decides to distribute profits to shareholders. This resolution is mandatory under the Canada Business Corporations Act (CBCA) and must demonstrate that the board has conducted appropriate financial analysis, confirmed the company's ability to pay dividends while maintaining solvency, and determined the distribution to be in the company's best interests. The document specifies critical details such as dividend amounts, record dates, and payment dates, while ensuring compliance with tax regulations regarding eligible or non-eligible dividends. It serves as official authorization for the dividend payment and protects directors by documenting their due diligence in declaring the dividend.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present and confirmation of meeting quorum
3. Corporate Authority: Reference to relevant corporate bylaws and CBCA provisions authorizing dividend declarations
4. Financial Position Review: Confirmation that the board has reviewed and considered the company's financial statements and solvency tests
5. Dividend Declaration: Specific details of the dividend including amount per share, class of shares, record date, and payment date
6. Authorization: Formal declaration of board approval and authorization of officers to execute necessary documents
7. Certification: Secretary's certification of the resolution's adoption
1. Tax Classification: Required when specifying whether dividends are eligible or non-eligible for tax purposes
2. Multiple Share Classes: Required when different dividend rates apply to different share classes
3. Foreign Currency: Required when dividends are declared in a currency other than CAD
4. Regulatory Compliance: Required for public companies to confirm compliance with securities regulations
5. Distribution Method: Optional section specifying whether payment is direct deposit, check, or other means
1. Financial Statement Summary: Summary of relevant financial statements supporting the dividend declaration
2. Solvency Certificate: Certificate confirming the corporation meets solvency requirements post-dividend
3. Dividend Calculation Schedule: Detailed calculations showing dividend amounts per share class
4. Shareholder Register Extract: List of shareholders entitled to receive the dividend as of the record date
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