Interim dividends: an important innovation in Switzerland’s revised corporate law

Since 1 January 2023, the revision of Swiss corporate law has introduced several changes designed to make corporate governance more modern and flexible. Among the most significant innovations is a long-awaited one: the possibility of distributing interim dividends, now regulated under Article 675a of the Swiss Code of Obligations (CO).

What is an interim dividend?

An interim dividend is a distribution of profits made during the current financial year, based on interim financial statements. It differs from an ordinary dividend, which is decided after the approval of the annual accounts, and from an extraordinary dividend, which is distributed from freely available equity.

With this revision, the possibility has been expressly recognized by law for the first time – bringing Switzerland in line with practices already common in other European countries, where quarterly or half-yearly distributions are standard.

Before the reform, such distributions were not explicitly permitted. Many companies and audit firms therefore refrained from paying interim dividends to avoid legal uncertainty. The new legal framework now provides clear rules.

What does the new law provide?

The new legal framework allows the general meeting of shareholders to decide on the distribution of an interim dividend. No specific statutory provision is required, provided that certain conditions are met:

• Interim financial statements: They must follow the same principles as the annual accounts and include a balance sheet, an income statement and explanatory notes specifying the purpose of the report.
• Audit: As a rule, the interim financial statements must be reviewed by the company’s auditor. However, if all shareholders approve the distribution and the interests of creditors are not endangered, the audit may be waived.
• Creditor protection: After the distribution, the company’s assets must still be sufficient to cover its liabilities.

As with ordinary dividends, the resolution of the general meeting must be formally recorded, and companies must comply with their tax obligations, including the federal withholding tax and the submission of the relevant documentation to the Federal Tax Administration.

More freedom – but also more responsibility

The introduction of interim dividends marks an important step towards more flexible and contemporary corporate management. At the same time, it calls for careful financial planning, accurate documentation of resolutions and greater transparency towards shareholders and creditors.

For fiduciaries, notaries and board members, this means greater autonomy but also stricter procedural diligence. In a context of growing administrative complexity, digital solutions are becoming increasingly important – ensuring traceable workflows, secure electronic signatures and legally compliant archiving.

A clear direction for the future

Although Hoop currently focuses on the digital incorporation and mutation of companies, we closely follow developments in Swiss corporate law. Reforms such as the one on interim dividends clearly demonstrate how digitalization and legal modernization go hand in hand – paving the way for a more efficient, transparent and digital corporate landscape.

This blog article does not constitute legal advice and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.