Payout dividends in the AG: What is permitted under the Code of Obligations?

The payment of dividends is often a central issue. But the OR sets clear rules — we clarify what is permitted.

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Now Have legal issues (OR, work, taxes) examined for your company — directly via our digital legal assistant Jurilo.ch/

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Statutory basis: OR Art. 675—677

· Payouts only via accounting Loss and profit carried forward, not about reserves

· Review of Availability of freely available equity

· There must be no loss of capital — in this situation, distributions are prohibited

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Expiry of a dividend payment

1. Prepare annual financial statements & approval of GV

2. Determine the appropriation of net income

3. Determine distribution per share/shareholder share

4. Expulsion to Debt Enforcement Office+ Tax Register

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special cases

· Interim payout: possible but stricter conditions

· Withholding tax (35%) must be removed

· Holding AGs enjoy tax relief under certain circumstances

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FAQ

Can an AG cover losses and still pay dividends?
No — loss carried forward can only be offset against the next annual profits.

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Does a dividend have to be taxed?
Yes — shareholders must tax dividends as income, deductions are possible through partial taxation.

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Now Have legal issues (OR, work, taxes) examined for your company — directly via our digital legal assistant Jurilo.ch/

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