The new provisions on interim dividends apply to both stock corporations and limited liability companies. The revised company law allows the Annual General Meeting to distribute interim dividends under the following conditions:
- The preparation of interim financial statements is mandatory for the payment of an interim dividend. The interim financial statements must be prepared in accordance with the provisions for annual financial statements.
- The allocation to the reserves must be made in accordance with the statutory provisions, although the second allocation (previously in connection with a “superdividend”) can now be waived.
- The interim financial statements must be audited by an auditor. The depth of the audit (limited or regular) depends on the type of audit applicable to the respective company.
The audit of the interim financial statements may be waived if all shareholders or partners agree and the creditors’ claims are not jeopardized by the distribution. Companies that voluntarily opt out of having an auditor do not need to have their interim financial statements audited.
The revised text of the law also states that the audit of the interim financial statements can be dispensed with, but that the proposal for the appropriation of retained earnings by the Board of Directors or management is nevertheless subject to an audit at this time.
The experts are still undecided on this. However, our professional associations and the Swiss Federal Audit Oversight Authority (FAOA) assume that the audit of the proposal for the appropriation of retained earnings is not required if the audit of the interim financial statements is waived. From our point of view, this is obvious.
The distribution of extraordinary dividends is still possible. In contrast to the interim dividend, the preparation of interim financial statements is not mandatory. With regard to the audit of the proposal for the appropriation of profits, we believe that the audit should be omitted, as the provisions on interim dividends should be the same.
The distribution of interim dividends (interim dividends, interim distributions and interim payments from current profits) during the financial year has been permitted since the new accounting law came into force in 2002.
Association members who are obliged to prepare proper accounts may only distribute interim dividends on the basis of interim financial statements consisting of an interim balance sheet and interim income statement.
The legislator stipulates that interim dividends may only be distributed if this does not affect the share capital and any statutory reserves.
There is no obligation to check.