A Board Resolution Dividend Distribution is a crucial corporate governance document required under South African law whenever a company intends to distribute profits to its shareholders. This document is essential for demonstrating compliance with the Companies Act 71 of 2008, particularly Section 46's solvency and liquidity requirements. The resolution should be prepared when the company has sufficient distributable profits and the board has determined that a dividend payment is appropriate. It must include specific details about the dividend declaration, payment terms, applicable tax rates, and confirmation that all legal and regulatory requirements have been met. For listed companies, additional considerations regarding market announcements and JSE compliance must be incorporated. The document serves as an official record of the board's decision-making process and protects directors by evidencing their fulfillment of fiduciary duties.

1. Title and Date: Formal title of the resolution and date of the meeting

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

3. Chairperson: Appointment/confirmation of the chairperson for the meeting

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

5. Financial Review: Confirmation of review of latest financial statements and retained earnings

6. Solvency and Liquidity Test: Confirmation that the company passes the solvency and liquidity test as required by Section 46 of the Companies Act

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

8. Payment Details: Record of payment date, method, and relevant tax considerations

9. Certification: Formal certification of the resolution by the chairperson and company secretary