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March 18, 2026The Accounting Review0 citations

Dividends and the General Corporation Statutes.

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LBL. L. Briggs

Key Points

  • The paper aims to explore the statutory laws that govern corporate dividends and the authority of directors in declaring them.
  • Analysis of statutory laws in various jurisdictions including the U.S. and England.
  • Examination of the powers held by directors and stockholders in dividend declarations.
  • Comparison of rules in different states, focusing on New Jersey, New Mexico, and Puerto Rico.
  • Directors generally have the discretion to declare dividends unless restricted by the certificate of incorporation.
  • In New Jersey, stockholders can influence dividend declarations through by-laws.
  • In England, dividends declared in general meetings must not exceed director recommendations.

Abstract

Abstract The statutory laws governing corporate dividends are significant to accountants and teachers of accounting. The directors of a corporation have power, in their discretion, to determine what, if any, dividends shall be declared and paid to stockholders. This is the general statutory rule which applies in all states and territories of the United States and which also prevails in England. The variations from it are few and slight. The rule applies in New Jersey unless otherwise provided in the certificate of incorporation or in by-laws adopted by at least a majority of the stockholders. In England, a company in general meeting may declare dividends, but the amount must not exceed the amount recommended by the directors. The statutes of several jurisdictions give the stockholders power to exert a limited degree of pressure upon the directors in the matter of dividend declaration. In New Mexico and Puerto Rico in United States, unless otherwise provided in the certificate of incorporation, the directors must declare a dividend of the whole of the company's profits exceeding the reserve and pay it to the stockholders on demand.

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Cite This Study

L. L. Briggs (1933) studied this question.

synapsesocial.com/papers/69ba43a84e9516ffd37a5130https://doi.org/10.2308/tar-7064887
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