Companies Act 2014 section 186A

Withdrawal or amendment of dividend resolutions

Section 186A allows directors to withdraw or amend a proposed dividend resolution before a general meeting where they believe the impact of Covid-19 makes this necessary.

• Where directors have recommended a dividend for approval at a general meeting, they may withdraw the resolution entirely or propose a reduced dividend if they believe Covid-19's impact requires it.
• Directors may withdraw or amend the dividend resolution even if the company's constitution contains provisions that would otherwise prevent them from doing so.
• Two conditions must be met: all company members must consent in writing to the withdrawal or amendment, and directors must give notice of their intention at least three days before the general meeting.
• The notice must state that the directors wish to withdraw or amend the resolution because, in their opinion, the impact of Covid-19 makes the original dividend inappropriate.