A Directors Resolution For Dividends is a crucial corporate governance document used when a company's board of directors decides to distribute profits to shareholders. In Hong Kong, this document must comply with the Companies Ordinance (Cap. 622) and demonstrate that directors have fulfilled their fiduciary duties in declaring dividends. The resolution should be prepared when the company has sufficient distributable profits and meets solvency requirements. It typically follows a review of financial statements and includes specific details about the dividend declaration, payment terms, and statutory confirmations. This document is particularly important as it creates a formal record of the board's decision-making process and helps protect both the company and its directors by showing proper corporate governance procedures were followed.
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1. Company Information: Full legal name of the company, company registration number, and registered office address
2. Date and Time: Date and time of the resolution
3. Present Directors: List of directors participating in the decision
4. Chairperson: Identification of the chairperson of the meeting/resolution
5. Quorum: Confirmation that a quorum is present as per the articles of association
6. Financial Position Review: Confirmation of review of the company's financial statements and position
7. Dividend Declaration: Specific details of the dividend being declared, including amount per share and total amount
8. Payment Details: Record date, payment date, and method of payment
9. Solvency Statement: Directors' confirmation of company solvency after dividend payment as required by Companies Ordinance
10. Execution: Space for signature(s) of director(s) or chairperson
1. Interim vs Final Dividend Statement: Required when specifying whether the dividend is interim or final, particularly relevant for listed companies
2. Tax Considerations: Include when there are specific tax implications or withholding requirements
3. Currency Conversion: Required when dividend is declared in one currency but paid in another
4. Special Dividend Provisions: Include when there are different share classes with different dividend rights
5. Dissenting Opinions: Required if any directors disagree with the dividend declaration
1. Financial Summary: Summary of relevant financial statements supporting the dividend decision
2. Solvency Test Calculations: Detailed calculations showing compliance with solvency requirements
3. Dividend Payment Schedule: Detailed schedule of payment dates and amounts if paid in installments
4. Shareholder Register Extract: List of shareholders entitled to receive the dividend as of the record date
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Technology
Retail
Energy
Telecommunications
Healthcare
Consumer Goods
Professional Services
Mining
Transportation
Utilities
Relevant Teams
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Corporate Governance
Investor Relations
Accounting
Risk Management
Relevant Roles
Director
Chief Executive Officer
Chief Financial Officer
Company Secretary
Financial Controller
Corporate Governance Officer
Legal Counsel
Finance Manager
Accounting Manager
Corporate Secretary
Board Chairman
Compliance Officer
Treasury Manager
Investor Relations Manager
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