Only shareholders can approve the payment of a final dividend. The articles usually call for an ordinary resolution, which can be passed in writing or at a shareholders’ meeting.

Using a written resolution

This model is for a resolution to be passed using the statutory written resolution procedure. Private companies can use the written resolution procedure set out in the Companies Act 2006, or an alternative procedure set out in the articles. The model can be adapted to a company’s alternative procedure, or to be passed at a meeting.

Voting rights

The resolution needs to be passed by a simple majority (more than 50%). The default voting rights on a written resolution are that each share equals one vote. However, check the articles and share rights because they may specify different rights.

Next steps

See our Dividend Checklist for the next steps in the process. There is no need to file the resolution at Companies House.

The payment date is usually the date of the resolution being passed, i.e. the same as the cut-off date specified in the written resolution/date of the meeting. In larger companies, where a record date is specified in order to identify the shareholders entitled to participate in the dividend, the payment is usually made within 28 days of the record date.