Recommending a Final Dividend (Board Resolution)
This written resolution records the directors’ formal recommendation to the company's shareholders to declare a final dividend. It sets out the dividend amount, record date, and payment date, providing the board’s rationale for shareholder approval and ensuring compliance with applicable corporate law and the company’s articles of association.
Notes for execution
Shareholder approval is required to formally declare the final dividend (see the shareholder resolution template provided by GitLaw), but a board resolution to recommend the dividend to the shareholders such as this is common and good practice.
Ensure all directors entitled to vote on the resolution sign the document, or the required quorum is satisfied, in accordance with the Articles. Directors must also confirm sufficient distributable profits exist and the company will remain solvent after payment. It is also important to verify that the dividend declaration complies with applicable corporate law, tax withholding requirements, and shareholder notification rules.
Recommendation for Final Dividend
IT IS RESOLVED THAT:
Dividend Recommendation
The board recommends the declaration of a final dividend of [dividend amount per share] per share for the financial year ended [applicable financial year], payable to shareholders registered on [record date]. The dividend, if approved by the shareholders, shall be payable on [dividend payment date].
The board confirms that, in its opinion, the Company will remain solvent after the payment of the recommended dividend and that sufficient profits are available for distribution in accordance with applicable law and the Company’s governing documents.
Authority to Implement
Any director of the Company is authorised to:
Notify shareholders of the recommended dividend;
Take all necessary steps to effect payment, including liaising with the Company’s bankers or transfer agent; and
Ensure compliance with all applicable legal, regulatory, and tax obligations.
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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.
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