The Dividend Board Resolution is a critical corporate governance document required under Nigerian law whenever a company's board of directors decides to distribute profits to shareholders. This resolution must comply with the Companies and Allied Matters Act (CAMA) 2020 and is necessary to formally document the board's decision to declare dividends, establish the distribution amount, and set payment terms. It serves as evidence of proper corporate governance, helps ensure compliance with regulatory requirements, and provides protection for directors in fulfilling their fiduciary duties. The document is particularly important for demonstrating that the dividend declaration meets legal requirements regarding distributable profits and solvency tests. For listed companies, additional considerations regarding market notifications and regulatory compliance must be included.
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1. Title and Company Details: Formal title of the resolution, company name, registration number, and registered address
2. Date and Venue: Date, time, and location of the board meeting
3. Attendance and Quorum: List of directors present, absent with apologies, confirmation of quorum as per company's articles
4. Financial Statement Review: Confirmation that the board reviewed and considered the company's financial statements and distributable profits
5. Dividend Declaration: Formal declaration of dividend, stating the amount per share and total dividend amount
6. Payment Details: Record date, payment date, and method of payment
7. Tax Compliance Statement: Acknowledgment of withholding tax obligations and compliance with tax laws
8. Authorization: Authority for officers to take necessary actions to effect the dividend payment
9. Closure: Signature lines for Chairman and Company Secretary
1. Interim Dividend Statement: Required only for interim dividend declarations, including statement on company's ability to pay debts
2. Regulatory Compliance: Required for listed companies, including statements about compliance with Securities Exchange requirements
3. CBN Approval Reference: Required for financial institutions, referencing Central Bank approval if necessary
4. Foreign Exchange Consideration: Required when dividends are to be paid to foreign shareholders, addressing forex requirements
5. Electronic Payment Details: Required when implementing e-dividend mandate, including reference to registrar arrangements
1. Financial Summary: Summary of relevant financial statements showing distributable profits
2. Shareholder Analysis: Breakdown of major shareholders and their respective dividend entitlements
3. Tax Computation: Schedule showing calculation of withholding tax obligations
4. Payment Timeline: Detailed timeline for dividend processing and payment
Relevant legal definitions
Board
Company
CAMA
Distributable Profits
Dividend
Financial Year
Record Date
Payment Date
Qualifying Shares
Register of Members
Registrar
Resolution
Securities and Exchange Commission
Share Capital
Shareholders
Stock Exchange
Withholding Tax
Working Day
Articles of Association
Interim Dividend
Final Dividend
Corporate Actions
E-Dividend
Financial Statements
Relevant Financial Period
Company
CAMA
Distributable Profits
Dividend
Financial Year
Record Date
Payment Date
Qualifying Shares
Register of Members
Registrar
Resolution
Securities and Exchange Commission
Share Capital
Shareholders
Stock Exchange
Withholding Tax
Working Day
Articles of Association
Interim Dividend
Final Dividend
Corporate Actions
E-Dividend
Financial Statements
Relevant Financial Period
Clauses
Meeting Constitution
Quorum Confirmation
Financial Review
Dividend Declaration
Distribution Amount
Payment Terms
Record Date
Tax Compliance
Regulatory Compliance
Director Authority
Payment Instructions
Corporate Governance
Solvency Statement
Secretary Authorization
Execution
Share Class Rights
Notice Requirements
Banking Instructions
Statutory Compliance
Registration and Filing
Quorum Confirmation
Financial Review
Dividend Declaration
Distribution Amount
Payment Terms
Record Date
Tax Compliance
Regulatory Compliance
Director Authority
Payment Instructions
Corporate Governance
Solvency Statement
Secretary Authorization
Execution
Share Class Rights
Notice Requirements
Banking Instructions
Statutory Compliance
Registration and Filing
Relevant Industries
Banking and Financial Services
Manufacturing
Oil and Gas
Telecommunications
Fast-Moving Consumer Goods
Insurance
Real Estate
Technology
Healthcare
Mining
Agriculture
Retail
Construction
Energy
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Secretariat
Tax
Compliance
Treasury
Investor Relations
Risk Management
Corporate Communications
Corporate Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Board Chairman
Non-Executive Director
Executive Director
Financial Controller
Tax Manager
Compliance Officer
Corporate Governance Officer
Investor Relations Manager
Finance Manager
Board Secretary
Risk Manager
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