Distribution of an interim dividend as of January 1, 2023
The new Stock Corporation Act 2023 has created a legal basis that allows the General Meeting of Shareholders to pay an interim dividend. The provisions of the Stock Corporation Law on interim dividends are also applicable to the GmbH.
Types of dividends
There are different types of dividends that can be declared by the General Meeting of Shareholders:
Ordinary dividend
The ordinary dividend is usually paid in the first few months of the financial year. The decision is made on the occasion of the ordinary general meeting and on the basis of the balance sheet profit of the last annual financial statement and any reserves.
Extraordinary dividend
The extraordinary dividend may be declared at a later date on the occasion of an Extraordinary General Meeting. It is based on the freely usable shareholders’ equity from the approved annual financial statements, which has not already been paid out at the ordinary General Meeting.
Interim dividend (interim dividend)
As of January 1, 2023, the General Meeting of Shareholders may resolve to pay interim dividends in accordance with Art. 675a of the Swiss Code of Obligations. However, the possibility of an interim dividend must be provided for in the Articles of Association and is based on the interim financial statements prepared by the Board of Directors in accordance with Art. 960f CO. The interim financial statements must not be older than 6 months.
If the company is subject to an audit, the interim financial statements must also be audited by the auditors prior to the adoption of the resolution by the general meeting of shareholders. The audit may be waived if the consent of all shareholders has been obtained and the claims of the company’s creditors are not jeopardized by the distribution of the interim dividend.
The provisions of stock corporation law on dividends and interim dividends are equally applicable to limited liability companies (GmbH) pursuant to Art. 798 CO.
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