The Board Resolution For Declaration of Dividend is a crucial corporate governance document required under South African law whenever a company decides 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, demonstrates compliance with statutory requirements (particularly the solvency and liquidity test), provides protection for directors in fulfilling their fiduciary duties, and creates a clear audit trail for regulatory compliance. It must include specific details about the dividend declaration, payment mechanisms, and tax implications. For listed companies, additional requirements under JSE Listings Requirements must be addressed in the resolution.
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1. Title and Date: Formal title of the resolution and date of the meeting
2. Meeting Details: Confirmation of proper convening of meeting, quorum present, and chairperson
3. Background: Brief context about the company's financial position and reason for dividend declaration
4. Confirmation of Authority: Statement confirming board's authority to declare dividends under the company's MOI
5. Solvency and Liquidity: Confirmation that the company has passed the solvency and liquidity test as required by Section 46 of the Companies Act
6. Dividend Declaration: Formal declaration including dividend amount, class of shares, and payment details
7. Payment Details: Record date, payment date, and method of payment
8. Tax Considerations: Statement regarding dividend tax and withholding obligations
9. Authorization: Authorization for officers to take necessary actions to effect the dividend payment
10. Closure: Signatures of chairperson and/or company secretary, date of signing
1. Foreign Exchange Considerations: Include when dividend is to be paid to foreign shareholders, addressing exchange control regulations
2. Stock Exchange Announcement: Include for listed companies, detailing requirements for JSE announcement
3. Dividend Reinvestment Option: Include if shareholders are being offered the option to reinvest their dividend in shares
4. Special Dividend Provisions: Include if there are different classes of shares with special dividend rights
5. Group Company Considerations: Include if dividend declaration affects group company structure or inter-company loans
1. Financial Statement Extract: Relevant extract from financial statements supporting dividend declaration
2. Solvency and Liquidity Test Calculations: Detailed calculations proving compliance with Section 46 requirements
3. Shareholder Register Extract: List of shareholders entitled to receive the dividend as of the record date
4. Tax Computation Schedule: Schedule showing dividend tax calculations and withholding tax requirements
Relevant legal definitions
Clauses
Meeting Constitution
Board Authority
Financial Position
Solvency and Liquidity Test
Dividend Declaration
Payment Terms
Tax Compliance
Exchange Control
Stock Exchange Compliance
Corporate Actions
Record Date
Implementation Authority
Administrative Matters
Director Responsibility
Company Secretary Certification
Board Authority
Financial Position
Solvency and Liquidity Test
Dividend Declaration
Payment Terms
Tax Compliance
Exchange Control
Stock Exchange Compliance
Corporate Actions
Record Date
Implementation Authority
Administrative Matters
Director Responsibility
Company Secretary Certification
Relevant Industries
Financial Services
Mining
Manufacturing
Retail
Technology
Healthcare
Telecommunications
Real Estate
Energy
Consumer Goods
Industrial
Agriculture
Professional Services
Transportation
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Investor Relations
Corporate Governance
Risk Management
Corporate Communications
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Board Chairman
Director
Financial Director
Corporate Governance Officer
Legal Counsel
Financial Manager
Tax Manager
Compliance Officer
Corporate Actions Manager
Investor Relations Manager
Treasury Manager
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