A Dividend Board Resolution is a crucial corporate governance document required under Philippine law whenever a corporation decides to distribute profits to its shareholders. This formal resolution must comply with the Revised Corporation Code of the Philippines and related regulations, particularly regarding the corporation's financial capacity to declare dividends. The document is typically prepared following a board meeting where the decision to declare dividends is made, and it must include specific details about the dividend declaration, such as the type and amount of dividends, record and payment dates, and source of dividend payment. The resolution serves multiple purposes: it documents the board's decision, provides legal protection for directors and officers, ensures regulatory compliance, and serves as the basis for dividend payments to shareholders. For listed companies, additional SEC requirements must be addressed in the resolution.
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1. Title and Corporate Details: Formal title of the resolution, corporation name, date, and venue of the meeting
2. Attendance and Quorum: List of board members present and confirmation of quorum requirements being met
3. Recitals: Background information including reference to relevant financial statements and legal basis for dividend declaration
4. Declaration of Dividends: Specific details of the dividend declaration including amount per share, type of dividend, and total amount
5. Record Date: Specification of the record date for determining eligible shareholders
6. Payment Date: Specification of when the dividends will be paid to shareholders
7. Source of Dividend Payment: Statement confirming the source of funds (retained earnings/surplus profits) for dividend payment
8. Compliance Statement: Confirmation that the dividend declaration complies with legal requirements and corporation's policies
9. Authorization: Authority granted to officers to implement the resolution
10. Certification: Secretary's certification of the resolution's accuracy and adoption
1. Stock Dividend Specifications: Required when declaring stock dividends, including details of new shares to be issued
2. Tax Considerations: Section detailing tax implications and withholding requirements, particularly relevant for foreign shareholders
3. SEC Disclosure: Required for publicly listed companies, detailing public disclosure requirements
4. Property Dividend Details: Required when declaring dividends in the form of property, including valuation details
5. Regulatory Approvals: Required when specific regulatory approvals are needed before dividend distribution
1. Schedule A - Financial Statement Excerpts: Relevant excerpts from financial statements supporting the dividend declaration
2. Schedule B - Dividend Calculation: Detailed calculation of dividend amount and confirmation of compliance with legal restrictions
3. Schedule C - Shareholder List: List of eligible shareholders as of record date (if already available)
4. Schedule D - Tax Computation: Detailed computation of applicable taxes and withholding requirements
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Manufacturing
Real Estate
Technology
Telecommunications
Retail
Energy
Mining
Healthcare
Consumer Goods
Transportation and Logistics
Construction
Agriculture
Insurance
Education
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Tax
Investor Relations
Treasury
Corporate Communications
Corporate Governance
Shareholder Services
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Board Director
Chairman of the Board
Compliance Officer
Corporate Treasurer
Financial Controller
Legal Counsel
Tax Manager
Investor Relations Manager
Finance Director
Company President
Corporate Governance Officer
Shareholder Relations Manager
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