Board Resolution Dividend Distribution for Hong Kong

Board Resolution Dividend Distribution Template for Hong Kong

A Board Resolution for Dividend Distribution is a formal corporate document used in Hong Kong to record the board of directors' decision to distribute profits to shareholders. The document must comply with the Hong Kong Companies Ordinance (Cap. 622) and demonstrate that proper corporate governance procedures have been followed, including confirmation of the company's solvency position. It contains essential details such as the dividend amount, payment date, and eligible shareholders, while ensuring compliance with both statutory requirements and the company's articles of association.

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What is a Board Resolution Dividend Distribution?

The Board Resolution Dividend Distribution is a crucial corporate governance document required under Hong Kong law when a company decides to distribute profits to its shareholders. It is typically used after the financial year-end or interim period when the board determines that the company has sufficient distributable profits. The resolution must comply with the Hong Kong Companies Ordinance (Cap. 622), particularly regarding solvency requirements and directors' duties. The document records the formal decision-making process, including financial considerations, solvency statements, and specific details about the dividend payment. It serves as official evidence of proper corporate governance and protects directors by demonstrating their due diligence in declaring dividends. The resolution is particularly important for audit trails, regulatory compliance, and shareholder communications.

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

1. Title and Date: Formal title of the document stating it is a Board Resolution, including the company name and date of the resolution

2. Present: List of directors present at the meeting and confirmation of quorum

3. Chairperson: Identification of the meeting's chairperson

4. Background: Brief context about the company's financial position and reason for dividend consideration

5. Review of Financial Position: Confirmation that directors have reviewed the company's financial statements and position

6. Solvency Statement: Directors' confirmation that the company meets solvency requirements under the Companies Ordinance

7. Dividend Declaration: Formal declaration of the dividend, including amount per share and total amount

8. Payment Details: Specification of payment date, method, and eligible shareholders

9. Closing: Formal closing of the resolution with signature blocks for directors

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

1. Scrutineer Appointment: Required when dealing with listed companies or complex shareholder structures

2. Tax Considerations: Include when there are specific tax implications that need to be noted

3. Foreign Exchange Considerations: Required when dividend is to be paid in multiple currencies

4. Dividend Reinvestment Plan: Include if shareholders have the option to reinvest dividends in shares

5. Special Dividend Provisions: Required when declaring special or one-off dividends

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

1. Financial Summary: Summary of relevant financial statements supporting the dividend decision

2. Solvency Test Calculations: Detailed calculations showing compliance with solvency requirements

3. Shareholder Register Extract: List of shareholders entitled to receive the dividend

4. Dividend Calculation: Detailed breakdown of dividend calculations and any pro-rata adjustments

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Financial Services

Manufacturing

Real Estate

Technology

Retail

Healthcare

Transportation

Energy

Telecommunications

Professional Services

Consumer Goods

Industrial

Relevant Teams

Legal

Finance

Corporate Secretarial

Treasury

Investor Relations

Compliance

Corporate Governance

Audit

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Financial Controller

Board Director

Corporate Governance Officer

Finance Manager

Legal Counsel

Audit Director

Treasury Manager

Investor Relations Manager

Compliance Officer

Industries
Teams

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