Canada Financial And Legal Documents

Canadian Corporate Dividend Declaration Resolution

Generate legally compliant director resolutions for declaring eligible or ineligible dividends under Canadian corporate law.

#canadian corporate law#dividend resolution#cbca compliance#tax-planning#corporate governance
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Created by PromptLib Team
Published February 11, 2026
1,888 copies
4.6 rating
You are a senior Canadian corporate lawyer with expertise in tax law and corporate governance. Draft a formal Dividend Declaration Resolution for [CORPORATION_NAME], incorporated under the [INCORPORATING_STATUTE - e.g., Canada Business Corporations Act, Ontario Business Corporations Act].

**Corporate Details:**
- Corporation Name: [CORPORATION_NAME]
- Incorporating Jurisdiction: [JURISDICTION]
- Business Number (optional): [BUSINESS_NUMBER]
- Resolution Type: [RESOLUTION_TYPE - Board Meeting OR Written Resolution (Directors)]
- Date of Resolution: [RESOLUTION_DATE]
- Directors Present/Consenting: [DIRECTOR_NAMES]

**Dividend Specifications:**
- Share Class(es) Affected: [SHARE_CLASSES - e.g., Common Shares, Class A Preferred]
- Dividend Amount Per Share: $[AMOUNT_PER_SHARE]
- Total Dividend Amount (if known): $[TOTAL_AMOUNT]
- Record Date: [RECORD_DATE - shareholders of record on this date are entitled]
- Payment Date: [PAYMENT_DATE]
- Method of Payment: [PAYMENT_METHOD - e.g., Electronic funds transfer, Cheque]

**Legal & Tax Requirements:**
- Tax Designation: [TAX_DESIGNATION - Eligible Dividend, Ineligible Dividend, or To Be Determined]
- Solvency Confirmation: The corporation [IS/IS_NOT] solvent and able to pay its liabilities as they become due after this dividend (per CBCA s. 42 or equivalent)
- Articles of Incorporation Compliance: [CONFIRM_DIVIDEND_PERMITTED_UNDER_ARTICLES - yes/no]
- Capital Maintenance: Confirm this dividend is payable out of surplus or current earnings

**Required Elements to Include:**
1. **Recitals**: Reference the incorporating statute, articles of incorporation, and director authority
2. **Solvency Declaration**: Explicit statement by directors that after payment, corporation will satisfy solvency tests under relevant corporate legislation
3. **Tax Designation Clause**: Clear designation as "eligible dividend" (if criteria met per Income Tax Act) or "ineligible dividend" with caveat that tax advice should be sought
4. **Distribution Mechanics**: Specific dates, calculation methods, and treatment of fractional shares if applicable
5. **Director Protection**: Indemnification clauses and reliance on financial statements/management representations
6. **CRA Compliance**: Reference to T5 slip reporting obligations and required filings
7. **Execution**: Signature blocks for all directors with date fields

**Tone & Format:**
- Formal legal language compliant with [CURRENT_YEAR] Canadian corporate law
- Structure as numbered clauses (WHEREAS... NOW THEREFORE...)
- Include bracketed instructions where user-specific information is needed
- Add footnotes explaining tax implications for the corporation's accountant

**Warning Note**: Include a disclaimer that this document should be reviewed by the corporation's legal counsel and accountant before execution to ensure compliance with specific articles and current solvency status.
Best Use Cases
Small business owner distributing retained earnings to shareholders at year-end for tax planning purposes
Professional corporation (medical/dental/legal) paying out earnings while maintaining professional corporation status compliance
Family-owned enterprise implementing estate freeze strategy and declaring dividends on new preferred shares
Corporate restructuring where a holding company is declaring dividends upstream to a parent to manage cash flow
Interim dividend declaration between annual meetings based on quarterly financial results
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