Dividend Payment and Waiver Templates

Dividends are paid to shareholders from a company’s post-tax profits. When and how a company can pay dividends is governed by the Companies Act 2006 and the company’s articles of association.

This section contains a practical guidance note on dividends. It explains what a dividend is, the procedure for declaring and paying dividends, the paperwork involved and how a shareholder can waive their entitlement to a dividend.

There are also supporting templates, including board minutes for directors to recommend and declare dividends (depending on the company’s articles), shareholder resolutions to declare dividends, a dividend tax voucher which can be used as the formal record sent to shareholders, and a deed of dividend waiver for shareholders who wish to leave profits in the company (for example, an SME business owner who prefers to retain funds in the business rather than take them out as dividends). Templates are also included for approving dividends in specie (non-cash dividends).

When To Use These Templates

Use these templates when you are:

• Declaring and paying a cash dividend to shareholders.
• Recording board decisions to recommend and/or declare dividends under model or modified model articles.
• Approving dividends by shareholder resolution, either at a general meeting or by written resolution.
• Issuing dividend tax vouchers as a formal record of dividends paid.
• Putting in place a deed of dividend waiver where a shareholder wishes to waive their entitlement.
• Approving and recording a dividend in specie.

🔀 Document Toolkit: Typical Sequence (may vary)

Step 1 - Plan the dividend
Use the Guidance Notes – Dividends to understand the requirements under the Companies Act 2006 and your articles, and to decide the type and amount of dividend.

Step 2 - Board approval
Choose the appropriate Board Minutes to approve Dividend (short-form or long-form, model or modified articles) to record the directors’ decision to recommend and/or declare the dividend.

Step 3 - Shareholder approval (if required)

• Use the Shareholders’ Ordinary Resolution – Declaration of Dividend and General Meeting Minutes – Declaration of Dividend for a meeting-based approval; or
• Use the Written Resolution – Declaration of Dividend for a written resolution.

Step 4 - Waivers and in-specie dividends

• Where a shareholder will not receive the dividend, put in place a Deed of Dividend Waiver.
• For dividends in specie, use the Board Minutes – approval of a dividend in specie and, if needed, the Ordinary Resolution – Dividend in Specie.

Step 5 - Issue vouchers and keep records
Issue the Dividends Tax Voucher to shareholders and retain signed minutes, resolutions and waiver deeds with the company’s records.

• Guidance Notes – Dividends
• Board Minutes to approve Dividend (companies with modified model articles)
• Board Minutes to approve Dividend (companies with model articles)
• Long Form Board Minutes to approve Dividend (companies with modified articles)
• Long Form Board Minutes to approve Dividend (companies with model articles)
• Shareholders’ Ordinary Resolution – Declaration of Dividend
• Written Resolution – Declaration of Dividend
• General Meeting Minutes – Declaration of Dividend
• Dividends Tax Voucher
• Deed of Dividend Waiver
• Board Minutes – approval of a dividend in specie
• Ordinary Resolution - Dividend in Specie

Dividend Payment and Waiver Templates is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.