A Directors Resolution For Dividends is a crucial corporate governance document required under South African law whenever a company intends to distribute profits to its shareholders. This resolution is mandated by the Companies Act 71 of 2008 and must be properly executed before any dividend payment can be made. The document serves multiple purposes: it formally records the board's decision to declare dividends, confirms compliance with the solvency and liquidity test required by Section 46 of the Act, specifies the dividend amount and payment terms, and provides protection for directors by documenting their due diligence. The resolution is typically used after financial results have been finalized and the board has determined that sufficient profits are available for distribution. It must include specific statutory confirmations and can be used for both interim and final dividend declarations.
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1. Header and Title: Company name, registration number, and title of the resolution
2. Meeting Details: Date, time, place of meeting (or round robin resolution details if applicable)
3. Attendance and Quorum: List of directors present/participating and confirmation of quorum
4. Background: Brief context about the company's financial position and reason for dividend declaration
5. Solvency and Liquidity Confirmation: Explicit confirmation that the solvency and liquidity test has been satisfied per Section 46
6. Dividend Declaration: Specific details of the dividend including amount per share, total amount, and class of shares
7. Payment Details: Record date, payment date, and method of payment
8. Authorization: Authorization for execution of all necessary documents and actions
9. Closure: Signature section for directors and date of resolution
1. Financial Statement Reference: Reference to specific financial statements used for decision-making, included when the dividend is based on specific financial results
2. Tax Considerations: Section addressing dividend withholding tax requirements, included when relevant for different shareholder categories
3. Foreign Exchange Considerations: Include when dividend is to be paid in foreign currency or to foreign shareholders
4. Interim/Final Dividend Specification: Specific details if this is an interim or final dividend declaration
5. Directors' Interests: Declaration of any personal interests by directors, required if any directors have specific interests to declare
1. Solvency and Liquidity Test Calculations: Detailed calculations showing compliance with Section 46 requirements
2. Financial Position Summary: Summary of relevant financial statements supporting the dividend declaration
3. Shareholder Register Extract: List of shareholders entitled to receive the dividend as of the record date
4. Tax Calculation Schedule: Schedule showing dividend tax calculations for different shareholder categories if applicable
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