Resolution of Board of Directors

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					This resolution of the board of directors declares a capital dividend pursuant to the
applicable section of the governing jurisdiction’s income tax statute. The resolution
contemplates that by the company declaring a capital dividend the company will be able
to continue to pay its liabilities as they become due. The resolution should be signed by
the appropriate members of the company’s board of directors. This template resolution
is intended to provide standard language and can be customized to fit the needs of the
company.
                          RESOLUTION OF THE BOARD OF DIRECTORS

                                                             OF

                                            ___________________
                                                      (the “Company”)


      ELECTION IN RESPECT OF A DIVIDEND OUT OF THE CAPITAL DIVIDEND
     ACCOUNT UNDER SECTION _____ OF THE INCOME TAX ACT (__________)
                              (enter country)

WHEREAS:

         A)       Under _____ of the Income Tax Act (_______)(enter applicable country) the
                  Company may elect in the prescribed manner and in the prescribed form in
                  respect of the full amount of a dividend so that the said dividend shall be deemed
                  to be a capital dividend.

         B)       There are no reasonable grounds for believing that,

                  1)        The Company is or, after the payment of the dividend contemplated
                            hereby, would be unable to pay its liabilities as they become due; or

                  2)        After the payment of the dividend contemplated hereby, the realizable
                            value of the Company's assets would be less than the aggregate of:

                            a)       its liabilities;
                            b)       its stated capital of all classes.

NOW THEREFORE BE IT RESOLVED THAT:

         1.       Subject to paragraph 3 of this resolution, a dividend aggregating ___________
                  ($_________) Dollars on the outstanding __________ shares in the capital stock
                  of the Company is hereby declared payable on _________ to the shareholders of
                  record on the close of business on __________;

         2.       The Company does make an election under ___________ of the Income Tax Act
                  (______)(enter country) in respect of the full amount of the said dividend;

         3.       The said dividend shall not become payable unless and until the Company has
                  duly filed an election, in the prescribed manner and form in respect of the full
                  amount of the said dividend; and

         4.       The President of the Company is hereby authorized and directed to do all acts and
                  things necessary or desirable in connection with the foregoing, including the
                  execution of the prescribed form of the election on behalf of the Company.




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            THE UNDERSIGNED, being the sole director/all of the directors of the
Company, hereby sign(s) the foregoing resolutions pursuant to the provisions of the
____________ (enter governing statute/Act).


                  DATED the ____ day of ____________, 2____.




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DOCUMENT INFO
Description: This directors resolution declares a capital dividend pursuant to the applicable section of the governing jurisdiction’s income tax legislation/act. The resolution contemplates that by the company declaring a capital dividend the company will be able to continue to pay its liabilities as they become due.