Board minutes declaring a dividend template
Board minutes declaring a dividend are the written record that a company's directors met and decided to pay an interim dividend. They record who attended, any interests declared, the accounts showing enough distributable profit, the amount per share, the payment date and who will do the paperwork. They are written for each dividend, alongside the dividend vouchers.
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What changes each time
22 values. Everything else is your wording, kept exactly.
The company
- Company's full name
- Company number
- Registered office address
The meeting
- Date of the meeting
- Time
- Place of the meeting
- Directors present
- Others in attendance
The accounts
- Year-end date
- Distributable reserves
- Interim accounts period ended
The dividend
- Share class
- Amount per share
- Number of shares
- Total for class
- Total dividend
- Payment date
- Record date
- Method of payment, if not cash to a bank account
Paperwork and signing
- Person to prepare the vouchers
- Final dividend date, if recommended
- Chair or sole director
The rules it usually needs
Written in plain English when the template is set up.
- One of several wordings
“Present: the directors, or a sole director.”
The document carries the wording for whichever applies, and the other wording is left out.
- Only when…
“Include the list of those in attendance only when others attended.”
When this applies, the list of those in attendance is included; when it does not, it is left out and the rest of the document is unchanged.
- One of several wordings
“The meeting opens with a chair noting a quorum, or the sole director noting that the company has one director.”
The document carries the wording for whichever applies, and the other wording is left out.
- Only when…
“Include the declaration of interest only when any director is also a shareholder.”
When this applies, the declaration of interest is included; when it does not, it is left out and the rest of the document is unchanged.
- One of several wordings
“How any interest is treated: it is the same as every other holder of the class, or a conflict was dealt with in another way.”
The document carries the wording for whichever applies, and the other wording is left out.
- One of several wordings
“The dividend is justified by the last annual accounts, or by interim accounts.”
The document carries the wording for whichever applies, and the other wording is left out.
- Once for each item
“One row for each share class, with the amount per share and the total.”
The table has one row for each, so it grows or shrinks to match.
- Only when…
“Include the paragraph on the method of payment only when the dividend is paid other than in cash to a bank account.”
When this applies, the paragraph on the method of payment is included; when it does not, it is left out and the rest of the document is unchanged.
- Only when…
“Include the recommendation of a final dividend only when the directors are also recommending one.”
When this applies, the recommendation of a final dividend is included; when it does not, it is left out and the rest of the document is unchanged.
- One of several wordings
“A final dividend is approved at a general meeting, or by written resolution.”
The document carries the wording for whichever applies, and the other wording is left out.
- One of several wordings
“The minutes are signed by the chair, or the sole director.”
The document carries the wording for whichever applies, and the other wording is left out.
Questions people ask
Do I need board minutes to pay a dividend?
Directors should record their decision to pay an interim dividend, and minutes are the usual way to do it. A company must keep minutes of directors' meetings for at least ten years.
What is the difference between an interim and a final dividend?
An interim dividend is declared by the directors during the year. A final dividend is recommended by the directors and approved by the shareholders, normally after the year-end.
Can a company pay a dividend if it has no profits?
No. A dividend can only be paid from distributable profits, shown by the company's accounts. If it is paid unlawfully, a shareholder who knew may have to repay it.
What if there is only one director?
A sole director can make the decision alone and record it, and the minutes have alternative wording for it. A director who is also a shareholder should declare that interest.
Do I also need a dividend voucher?
Yes. Minutes record the decision, while a dividend voucher goes to each shareholder showing the amount they receive. A voucher is expected for each dividend paid.
Use this template
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