A Board Resolution Dividend Distribution is a crucial corporate governance document required under UAE law whenever a company's board of directors decides to distribute profits to shareholders. This resolution is mandated by UAE Federal Law No. 32 of 2021 and must demonstrate compliance with various regulatory requirements, including adequate profit availability, solvency considerations, and proper corporate authorization. The document is typically prepared following the approval of financial statements and determination of distributable profits, requiring input from financial, legal, and corporate governance stakeholders. It serves multiple purposes: documenting the board's decision-making process, providing legal protection for directors, enabling regulatory compliance, and authorizing the practical implementation of dividend payments. For UAE companies, particularly those with foreign ownership or those operating in free zones, the resolution must also address specific regulatory requirements and ownership considerations.
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1. Title and Company Details: Full legal name of the company, company registration number, and document type identification
2. Date and Location: Date and place of the board meeting
3. Attendance and Quorum: List of present board members and confirmation of meeting quorum as per Articles of Association
4. Background: Brief overview of company's financial position and context for dividend distribution
5. Financial Statement Reference: Reference to relevant financial statements and profit availability
6. Board Considerations: Key factors considered by the board including statutory requirements, company's financial position, and future needs
7. Resolution: Formal declaration of dividend amount, type, and payment details
8. Payment Details: Record date, payment date, and method of payment
9. Regulatory Compliance: Statement confirming compliance with relevant UAE laws and regulations
10. Authorization: Authority given to specific officers to implement the resolution
11. Signatures: Space for board members' signatures and company seal
1. Multiple Share Classes: Required when company has different share classes with varying dividend rights
2. Regulatory Approvals: Required for regulated entities needing external approvals (e.g., Central Bank approval for banks)
3. Tax Considerations: Required when specific tax implications need to be addressed
4. Dividend Reinvestment Plan: Required if offering shareholders option to reinvest dividends
5. Foreign Exchange Considerations: Required when dividend is to be paid in multiple currencies
6. Free Zone Requirements: Required for companies registered in UAE free zones with specific dividend requirements
1. Financial Summary: Summary of relevant financial statements showing available profits for distribution
2. Dividend Calculation: Detailed calculation of dividend amount per share and total distribution
3. Shareholder Register Extract: Current list of shareholders eligible for dividend payment
4. Legal Compliance Checklist: Checklist confirming compliance with relevant UAE laws and regulations
5. Previous Dividend History: Schedule showing company's dividend distribution history
Relevant legal definitions
Articles of Association
Board
Company
Directors
Dividend
Distributable Profits
Final Dividend
Financial Year
Interim Dividend
Meeting
Members
Record Date
Register of Members
Resolution
Shareholders
Share Capital
Special Resolution
UAE
UAE Companies Law
Payment Date
Regulatory Authority
Free Zone Authority
Corporate Tax
Distribution Amount
Ex-Dividend Date
Board
Company
Directors
Dividend
Distributable Profits
Final Dividend
Financial Year
Interim Dividend
Meeting
Members
Record Date
Register of Members
Resolution
Shareholders
Share Capital
Special Resolution
UAE
UAE Companies Law
Payment Date
Regulatory Authority
Free Zone Authority
Corporate Tax
Distribution Amount
Ex-Dividend Date
Clauses
Meeting Details
Quorum Confirmation
Financial Position
Dividend Declaration
Distribution Amount
Payment Terms
Record Date
Regulatory Compliance
Tax Compliance
Board Authority
Implementation Authority
Director Confirmation
Financial Statements Reference
Legal Requirements
Distribution Method
Share Class Rights
Payment Currency
Execution Authority
Corporate Seal
Secretary Certification
Quorum Confirmation
Financial Position
Dividend Declaration
Distribution Amount
Payment Terms
Record Date
Regulatory Compliance
Tax Compliance
Board Authority
Implementation Authority
Director Confirmation
Financial Statements Reference
Legal Requirements
Distribution Method
Share Class Rights
Payment Currency
Execution Authority
Corporate Seal
Secretary Certification
Relevant Industries
Banking and Financial Services
Insurance
Real Estate
Manufacturing
Retail
Technology
Healthcare
Energy and Utilities
Telecommunications
Construction
Professional Services
Trading
Hospitality
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Corporate Governance
Investor Relations
External Audit
Corporate Affairs
Board Administration
Relevant Roles
Board Member
Chairman
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Governance Officer
Legal Counsel
Financial Controller
Treasurer
Investor Relations Manager
Compliance Officer
Finance Director
Corporate Affairs Manager
Board Secretary
External Auditor
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