The company may pay dividends according to the resolution of the directors. Payments of dividends are subject to share class rights and restrictions and must always be paid in accordance with the Corporations Act. Where share classes exist, the directors have the discretion to distribute dividends in different proportions according to class, or to exclude one class from distribution. The directors of the company may determine that a dividend is payable and fix the amount, time and method of payment.
No interest will be payable to members, if dividend is paid later then the time stipulated in the directors declaration. The directors are permitted to use any part of a dividend to satisfy the debt of that member to the company on account of the relevant shares.
The company must not pay a dividend unless it is paid under circumstances described in section 254T of the Corporations Act 2001. These circumstances are:
the companys assets exceed its liabilities (calculated in accordance with the accounting standards in force at the relevant time) immediately before the dividend is declared and the excess is sufficient for the payment of the dividend; and
the payment of the dividend is fair and reasonable to the companys shareholders as a whole; and
the payment of the dividend does not materially prejudice the companys ability to pay its creditors, such as, the company becoming insolvent as a result of dividend payment.
A general meeting shall not declare a dividend larger than recommended by the directors. The crediting or payment of partly paid shares with dividends must allow for the amounts unpaid or uncredited, ignoring any amounts paid before a call is made.
If, during the relevant period, the amount paid or credited on that share changes, then the dividend is credited or paid to the share allowing for this change. Any share shall rank for dividends on the date, if any, that was relevantly stipulated upon issue.
The method of dividend payment may be by cash, issue of further shares or other securities, the grant of options or the transfer of other assets. Shares in a second company must be fully paid to be used as payments in specie. The difficulties that arise in relation to a payment in specie may be dealt with at the discretion of the directors, including:
fixing the value of a specific asset;
making cash payments on the basis of their valuation; or
putting any cash or assets on trust for all relevant members.
Dividends may be distributed by the company paying a cheque to the address of the relevant shareholder as listed in the share register. Where the dividend is paid to joint holders, the address for payment shall be the address listed in the share register for the first named joint holder; unless all the joint holders indicate otherwise in a written request. Joint holders are bound if one of their numbers receives a distribution.
Dividends that are not yet claimed may be used by the company for its own benefit as stipulated in the Corporations Act.