Accounting Documents Library

Looking for example accounting files, records, and paperwork? Explore and learn from our accountant-approved collection of documentation. 

Dividend Distribution Resolution

Read more about Dividend Distribution Resolution here.

Guide to Understanding and Writing the Dividend Distribution Resolution

For small business owners, the decision to distribute dividends can be both a milestone and a marker of growth. It's an action that rewards shareholders and signals a company’s financial stability and health. However, this is not a step that can be taken lightly; rather, it's one that should be approached with precision and adherence to legal and financial stipulations. In this guide, we will unfold what a dividend distribution resolution is, how to craft one effectively, and what it means for your business in legal and monetary terms. This is essential reading for small business leaders, accountants, and anyone looking to deepen their financial acumen.


Understanding the Dividend Distribution Resolution

The dividend distribution resolution is a critical document that outlines the key decisions and approvals related to issuing dividends to shareholders. It is a legally binding record that reflects the consensus of the board of directors and, potentially, the shareholders, on the distribution of a company's profits.

Legal Requirements and Implications

There are strict legal obligations that accompany dividend distribution. This includes ensuring that the company holds enough retained earnings, as well as addressing any other financial or compliance issues. The resolution not only memorializes the decision to distribute dividends but also serves as a critical due diligence step in compliance with legal regulations.


Writing the Dividend Distribution Resolution

Crafting a dividend distribution resolution involves a series of meticulous steps. Here's how to approach it with clarity and precision.

Identify Shareholders

The first step in drafting a dividend distribution resolution is identifying who your shareholders are. This includes gathering the necessary information about each shareholder, such as the type and class of shares they hold, as this can determine their entitlement to dividends.

Determine Dividend Amount

Companies must carefully calculate how much they can afford to distribute as dividends. This calculation usually takes retained earnings, working capital needs, and potential future earnings into account. Remember, once a dividend is declared, it becomes a liability of the company.

Draft the Resolution Document

The resolution document should be detailed, yet clear and accessible. It needs to outline the board's decision around dividend distribution, including the amount to be paid, the type of shares entitled to it, and the payment date. The document should also include the rationale behind the decision and any associated terms or conditions.

Shareholder Approval Process

The process for obtaining shareholder approval will depend on the company’s articles of association and the laws governing business in your jurisdiction. This step is crucial, ensuring that the company secures the requisite majority approval in line with legal and financial obligations.


Tips for Small Business Owners

For small businesses, navigating the path of dividend distribution can be particularly challenging. Here are some practical pointers to guide you through the process:

Compliance Considerations

Always double-check the compliance requirements specific to your industry and location. These might include minimum capital rules, business-specific regulations, or industry body guidelines. Keeping precise and transparent records is not only good governance but can also help you avoid any potential legal missteps.

Tax Implications

Distributing dividends can have significant tax consequences for both the company and its shareholders. Consider consulting with a tax professional to understand the tax responsibilities associated with dividends, and implications for individual shareholders' tax circumstances.



The dividend distribution resolution is not just a paper exercise; it’s a binding documentation of a financial decision that requires the utmost attention to detail, compliance, and financial prudence. It speaks to the maturity and growth of your business, and as such, should be handled with the seriousness it deserves. By understanding the steps involved and the considerations to keep in mind, you can ensure a smooth and legally sound process that benefits both your business and its stakeholders. Invest the time now, and it will pay dividends in the future—quite literally.

Table of contents
The information provided in this article does not constitute legal or financial advice and is for general informational purposes only. Please check with an attorney or financial advisor to obtain advice with respect to the content of this article.

Learn how Ramp makes accounting easy

Error Message
No personal credit checks or founder guarantee.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.