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Microlesson · 5-min read

Payment of Dividend & Related Prohibitions (Section 123)

# Payment of Dividend & Related Prohibitions

## Mode of Payment

Dividend may be paid in:

  • Cash
  • Cheque
  • Warrant
  • Any electronic mode

> Dividend cannot be paid in kind (e.g., goods, assets).

## To Whom Dividend is Paid

Dividend may be paid to:

1. The registered shareholder, or

2. To his order, or

3. To his banker

Important: If a shareholder instructs the company to pay dividend to a particular banker and the company so pays, it is deemed to be made to the shareholder.

## Purchaser of Shares

A purchaser of shares whose name is not registered in the Register of Members cannot claim payment of dividend from the company, even if he has paid the full consideration to the seller.

## Special Provision for Nidhi Companies

For a Nidhi company, where dividend payable in cash is not claimed within 30 days from the date of declaration, the dividend may be paid by crediting the same to the member's account.

## Prohibitions on Declaration of Dividend

### 1. Failure to Repay Deposits (Sections 73 & 74)

A company that fails to comply with Sections 73 and 74 (repayment of deposits accepted before commencement of the Act) — so long as the failure continuescannot declare any dividend on its equity shares.

### 2. Section 8 Companies

Companies licensed under Section 8 (formation with charitable objects) are prohibited from paying any dividend to members. Their profits must be applied solely in promoting the objects of the company.

⚠️ Common exam mistakes

  • Paying dividend in kind (e.g., goods, gold coins) — not permitted; dividend must be in cash/cheque/warrant/electronic mode.
  • Assuming a person who bought shares but hasn't yet been registered can claim dividend — only registered members are entitled.
  • Forgetting that a company with unpaid Section 73/74 deposits cannot declare dividend on equity shares.
  • Believing Section 8 companies can declare dividend after meeting their objects — they are completely prohibited from paying any dividend.
Bare-Act text Section 123(5), Section 123(6), Companies Act, 2013 · The Companies Act, 2013 · click to expand
Section 123(5): No dividend shall be paid by a company in respect of any share therein except to the registered shareholder of such share or to his order or to his banker and shall not be payable except in cash: Provided that nothing in this sub-section shall be deemed to prohibit the capitalisation of profits or reserves of a company for the purpose of issuing fully paid-up bonus shares or paying up any amount for the time being unpaid on any shares held by the members of the company: Provided further that any dividend payable in cash may be paid by cheque or warrant or in any electronic mode to the shareholder entitled to the payment of the dividend. Section 123(6): A company which fails to comply with the provisions of sections 73 and 74 shall not, so long as such failure continues, declare any dividend on its equity shares.
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