Section 61:

61. Board may authorise distributions (1) A company shall not make any distribution to any shareholder unless that distribution— (a) has been authorised by the Board under subsection (2); and (b) subject to the constitution, has been approved by the shareholders by ordinary resolution. (2) The Board may authorise a distribution at such time and of such amount as it thinks fit, if it is that the company shall, upon the distribution being made, satisfy the solvency test. (3) The directors who vote in favour of a distribution shall sign a certificate stating that, in their opinion, the company shall, upon the distribution being made, satisfy the solvency test. (4) Where, after a distribution is authorised and before it is made, the Board ceases to be satisfied that the company shall, upon the distribution being made, satisfy the solvency test, any distribution made by the company shall be deemed not to have been authorised.