Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Approving Annual Dividend (Shareholder Resolution)
Open Legal LibraryUpdated 17 Jan 2026
This is a template ordinary resolution of the shareholders of a company in England and Wales to approve the annual dividend to its shareholders as recommended by the directors.
Shareholders are generally required to approve the declaration of a final (annual) dividend by ordinary resolution, unless the Articles specify otherwise. Directors may declare interim dividends on their own authority, but a final dividend must be approved by shareholders and cannot exceed the amount recommended by the directors.
Approval of Annual (Final) Dividend
IT IS RESOLVED THAT, as an ordinary resolution of the shareholders of the Company pursuant to the Companies Act 2006:
Declaration of dividend
A final dividend of £[final dividend amount in £] per [share class], amounting in aggregate to £[aggregate final dividend amount in £], be and is hereby declared for the financial year ended [applicable financial year end date], such dividend having been recommended by the directors.
Make sure to first pass a recommendation of the directors for the amount of dividend(s) proposed.
Record date and payment date
The dividend shall be payable on [payment date] to shareholders whose names appear on the register of members at the close of business on [record date].
Source of dividend
The dividend shall be paid out of the Company’s distributable profits in accordance with Part 23 of the Companies Act 2006.
Authority to implement
Any director or the Company Secretary be authorised to:
take all steps necessary to give effect to the payment of the dividend; and
do all acts and things which they consider necessary or desirable in connection with this resolution.
No Companies House filing is required for the resolution itself, but the dividend should be properly recorded in the Company’s statutory and accounting records.
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About this template
What is this template?
This is an ordinary resolution used by shareholders to declare a final dividend for a specific financial year. It is not a board minute, as it represents the formal approval by members rather than the initial recommendation by directors. It specifically includes fields for share class, aggregate dividend amount, and the record date for members.
When should you use it?
Use this document after directors have recommended a dividend amount but before the payment is distributed to shareholders. Use a Board Minute for Dividend Declaration instead if directors are declaring an interim dividend without shareholder approval.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Declaration of dividend | Approves a specific final dividend amount per share class for a defined financial year end date. |
| Record date and payment date | Record date and payment date | Specifies that the dividend is payable to shareholders listed on the register at the close of business on a specific date. |
| Source of dividend | Source of dividend | Confirms the dividend is paid from distributable profits in compliance with Part 23 of the Companies Act 2006. |
| Authority to implement | Authority to implement | Authorises any director or the Company Secretary to take all necessary steps to process the dividend payment. |
Who it's for
- a UK company shareholder body approving a final dividend recommended by directors
- corporate secretaries documenting compliance with Companies Act 2006 dividend rules
How long it runs and how it's signed
How long
Used once
Signed by
Shareholders
Witness
Not required
Notarisation
Not required
Also needed
record in statutory and accounting records
Law it's drafted under
Governed by
Companies Act 2006
Refers to
Part 23 of the Companies Act 2006
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Categories
Jurisdiction
England & Wales
Document info
HTML document. Document created on Sat Jan 17th, 2026. Last updated on Sat Jan 17th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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