Dividends are a common way for companies to distribute profits to their shareholders. However, it’s crucial for businesses to adhere to legal regulations and financial guidelines when declaring and paying dividends. In the United Kingdom, the concept of “unlawful dividends” is a significant aspect of business compliance, and understanding its implications is essential for directors, shareholders, and financial professionals.
Defining Unlawful Dividends
An unlawful dividend occurs when a company distributes profits to its shareholders in a manner that violates legal provisions or financial regulations. The Companies Act 2006 in establishes the framework for lawful dividend distributions, and failure to comply with these regulations can result in serious consequences for both directors and the company itself.
Key Provisions of the Companies Act 2006
- Distributable Profits: Before declaring dividends, companies must ensure they have sufficient distributable profits. Distributable profits include retained earnings and current profits, but companies must deduct losses and certain other items.
- Solvent Distribution: Dividends should be paid out of profits and not out of capital. A company must be solvent at the time of the distribution, meaning its assets exceed its liabilities.
- Net Assets Test: Directors must conduct a net assets test to ensure that the company’s net assets are not reduced below the amount of its called-up share capital plus undistributable reserves.
- Directors’ Duties: Directors are responsible for determining whether the company can afford to pay dividends. If they fail to exercise due diligence, they may be held personally liable for unlawful dividends.
The Consequences of Unlawful Dividends
- Repayment: If an unlawful dividend is declared, directors may be required to repay the amount to the company.
- Personal Liability: Directors may face personal liability if they fail to exercise reasonable care, skill, and diligence in approving dividends.
- Legal Actions: Shareholders or creditors may take legal action against the company or its directors to recover unlawfully distributed dividends.
- Financial Penalties: Companies that unlawfully distribute dividends may face financial penalties, impacting their overall financial health.
In Conclusion
In the UK, compliance with the Companies Act 2006 is paramount when declaring and paying dividends. Unlawful dividends not only jeopardise the financial stability of the company but also expose directors to personal liability. It is crucial for businesses conduct thorough assessments of distributable profits and adhere to legal provisions to ensure lawful and compliant dividend distributions. By understanding and abiding by the regulations surrounding dividends, companies can protect their interests, maintain good corporate governance, and foster trust among shareholders and stakeholders.
For further advice on business compliance in the UK and ensuring your company remains compliant, contact the business recovery specialists at Voscap today on 020 7769 6831, or email help@voscap.co.uk.
