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Dividend Minute

Dividend Minute

I act for a "one man band" limited company. The sole director and shareholder wants to take a part of the profits as dividend. I have been told that it is necessary for a formal directors meeting to be convened even though there would be only one person present who is also the sole member of the company. My questions are

Is this correct (it seems totally pointless not to say ridiculous to have to hold a meeting with yourself in order to agree to pay yourself a dividend)?

Could a blanket minute be passed covering all future dividend payments or would a minute be needed each time a dividend is paid?

Can anyone point me in the direction of where I might find a proforma minute for this situation if I need one?

Hypothetically - Would it be legal to pass a minute after the event ratifying the payment of a dividend at some date in the past.


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By frauke
15th Nov 2006 19:11

Meetings are normally attended by the company secretary (who records the meeting on the minutes) and the sole director. They can take 30 secs or less, to confirm if what will be recorded!

I usually have a basic template which I reuse (use for all minutes, for other things too). The 30 sec meeting is to confirm what I write up in the minutes when I have time and provides a date for the minutes. I normally print them out all at the same time 3-12 months worth depending on the company, and present them to the director for signing prior to filing in the minute book.

I presume the director had a meeting with himself, when he decided to take the money that he should take it as a dividend. I do not consider that as after the event. If he took the money, and a long time later decided it was a dividend then it would not be legal, unless the dividend was declared at a later date and dated the later date. (does this make sense?)

As long as the minutes confirm that the director was satified that the company had sufficent reserves to make the distributions you should be OK.

I do annual dividend certificates, listing out the dates and amounts of dividends payments etc...

I don't know if there is a facility to e-mail people on this site, but if you can send me an e-mail I can let you have a copy of a minute tempate.

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