Distribution of liquidation reserves or VVPRbis dividend: what to choose at this general meeting in light of the coalition agreement?

• Liquidation reserves – how does it currently work? According to current rules, an SME company can create liquidation reserves at 10% withholding tax (RV) in the year of creation, and then distribute them at 5% RV after a waiting period of at least 5 years. The tax burden on the dividend is therefore 13.64%.
• Liquidation reserves in case of liquidation? In the event of (early) liquidation of the company, there is no additional RV when distributing the created liquidation reserves, even if they have been created for less than 5 years. The tax burden remains 10% in that case.
• VVPRbis dividends – alternative method, under stricter conditions. SME companies can alternatively, if they meet certain conditions, distribute dividends at 15% RV on their VVPRbis capital, granted or allocated from the profit distribution for the 3rd financial year (and subsequent financial years) AFTER that of their contribution. Disadvantage of VVPRbis dividend = not every company is eligible (strict conditions must be met).

Coalition agreement – equalization of VVPRbis dividends and liquidation reserves – already from July 1, 2025?

Draft fiscal program law

Created liquidation reserves of at least 3 years (but less than 5 years) could be distributed at 6.5% RV (instead of 5%) from 01/07/2025. In theory, this would involve created liquidation reserves up to and including financial years as of 30/06/2022 (or earlier). For new liquidation reserves to be created for financial years after 31/12/2025, the waiting period of 5 years would be reduced to 3 years, and at a rate of 6.5% (instead of 5%). The tax burden on liquidation reserves and VVPRbis dividends would therefore be equalized at 15%.
On Thursday, 26 June 2025, the federal government intended to have its programme law passed by the Chamber of Representatives, so that some of the tax measures could take effect on Tuesday, 1 July 2025. However, the opposition changed those plans through a delaying tactic. For now, we’ll have to wait a bit longer for the law to take effect (and therefore also for the payments to start).

Which choice to make at (annual or special) general meeting ?

Various factors may play a role in whether or not to distribute the created liquidation reserves (of at least 3, but less than 5 years) early from the shareholder(s) perspective, such as:

• Shareholder urgently needs money (e.g. for private real estate project and/or renovations, or private investment in the hope of a higher return);
• Expected inflation rate for the next 2-3 years (if the inflation rate is too high for the coming years: best to distribute the liquidation reserves early?);
• Ongoing restructuring where excess cash must be distributed in advance;
• Complete cessation (liquidation) of the company in sight (if so, distribute the liquidation reserves only upon liquidation – no additional RV due) or continue independent activities for a long period?

Some practical tips

• If you have no urgent reason for early distribution, and if the expected inflation rate is average (e.g. 2%), there are few reasons to distribute existing liquidation reserves early at a higher RV rate of 6.5% RV.
• If you would stop / liquidate your company in the short term, it is recommended not to distribute the liquidation reserves early, because you do not have to pay additional RV upon liquidation (cf. tax burden remains 10%).
• Suppose you are eligible for both VVPRbis dividends and liquidation reserves, but you plan to transfer the shares to a third natural person, then the creation of liquidation reserves would remain advisable to distribute future profits at a lower RV rate.
• Note: if you have created liquidation reserves (10% withholding tax paid) and the shares are transferred to a successor company, you cannot recover the paid withholding tax afterwards.
• But as mentioned, we’ll have to wait until the programme law is passed.

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This article was written by Fikret Seven and Aleksandr Natanelov