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Companies and Allied Matters Act 2020 · Part B · Chapter 16

Section 426Declaration of dividends and payment of interim dividend

(1)
A company may, in general meeting, declare dividends in respect of any year or other period only on the recommendation of the directors.
(2)
The company may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company.
(3)
The general meeting has power to decrease the amount of dividend recommended by the directors, but has no power to increase the recommended amount.
(4)
Where the recommendation of the directors of a company with respect to the declaration of a dividend is varied in accordance with subsection (3) by the company in general meeting, a statement to that effect shall be included in the relevant annual return.
(5)
Subject to the provisions of this Act, dividends is payable to the shareholders only out of the distributable profits of the company.
Cite as: Companies and Allied Matters Act 2020, section 426

What this section means

From the guide: Dividends under CAMA 2020: declaring, distributable profits and unclaimed dividends

  • A company can pay dividends only out of profits available for the purpose (sections 426 and 427), on the directors’ recommendation, and not if it would be unable to pay its liabilities as they fall due (section 428).
  • The directors may pay interim dividends that appear justified by the profits (section 426(1) and (2)).
  • A reduction must be stated in the annual return (section 426(3) and (4)).
  • Dividends are payable only out of distributable profits (section 426(5)).

Read the whole subject

Source: Companies and Allied Matters Act 2020 (Act No. 3 of 2020), Official Gazette No. 124, Lagos, 10 August 2020. General information, not legal advice.