Dividend board minutes template (UK): interim minutes and final resolution

Interim or final: which document you need

Under the model articles, “The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends” (art. 30(1)). Who makes the decision decides the paperwork.

Not every company uses the model articles unchanged. If your articles say something different about dividends, quorum or written resolutions, they take priority over these templates.

What the board minutes should record

The Companies Act requires every company to record minutes of all proceedings at directors’ meetings (s.248) but does not prescribe the wording. For an interim dividend, these are the points the template covers, in order.

Date, time and place

When and where the meeting was held, or that it was held by video call.

Who was present

The directors present, who took the chair, and anyone else in attendance.

Quorum, or the sole-director statement

Under the model articles the quorum is two directors unless the directors fix a higher number (art. 11(2)). A company with one director records that art. 7(2) applies instead.

Directors’ interests

Directors who are also shareholders note their holdings.

The relevant accounts

Which accounts the decision relies on: normally the last annual accounts, or interim or initial accounts where s.836 allows them.

Profits available for distribution

The directors’ confirmation that the company has enough profits available for the dividend (s.830), with the figure. Only the directors can give it.

The dividend

Amount per share, share class, total, and the financial year it relates to.

Record date and payment date

Whose holdings count, and when they are paid. Without a record date, the model articles use each shareholder’s holding on the date of the decision (art. 30(4)).

Vouchers and payment

Authority for a director to issue a voucher to each shareholder and arrange payment.

Signature

The chair of the meeting signs, or the sole director.

What the written resolution needs (final dividend)

A written resolution proposed by the directors has its own rules in the Companies Act. The template carries each of them; the members’ notes at the end are the statement the Act requires.

Circulation date

The date copies are sent or submitted to members, or the first of those dates (s.290).

A copy to every eligible member

Every member entitled to vote on the resolution on the circulation date (s.289, s.291(2)).

How to agree, and the lapse date

Each copy must tell members how to signify agreement and the date by which the resolution must be passed if it is not to lapse (s.291(4)). Unless the articles set another period, that is 28 days beginning with the circulation date (s.297).

The directors’ recommendation

A final dividend must not exceed the amount the directors recommend (model articles art. 30(2)).

The resolution itself

Amount per share, share class, total, financial year, record date and payment date.

Members’ signatures

Agreement is given by an authenticated document, in hard copy or electronic form, and cannot be revoked (s.296). It passes once members holding a simple majority of the total voting rights of eligible members agree (s.282(2)).

Keep a copy of the passed resolution for at least 10 years (s.355).

Sole director? You still minute it

“To pay a dividend, you must:

• hold a directors’ meeting to ‘declare’ the dividend
• keep minutes of the meeting, even if you’re the only director”

A sole director has no quorum to meet. Under the model articles, where the company has only one director and the articles don’t require more, “the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making” (art. 7(2)). That removes the meeting formalities, not the record. The minutes template has a sole-director option: it states that art. 7(2) applies and records the decision in the same way.

Signing and storing

• Sign the minutes. Minutes that purport to be authenticated by the chair of the meeting, or of the next directors’ meeting, are evidence of the proceedings (s.249). The chair signs; a sole director signs their own.
• Collect the members’ agreement. For a written resolution, keep each signed copy or email of agreement you receive, and note the date the required majority was reached.
• Keep them for at least 10 years. Minutes of directors’ meetings from the date of the meeting (s.248), and written resolutions from the date of the resolution (s.355).
• File them with the vouchers. Keep the minutes or resolution with the dividend vouchers they authorise and the accounting entry for the payment, so each dividend can be traced from decision to payment. If a past dividend has no paperwork, see missing dividend vouchers.