Paying another dividend as soon as possible at 15% withholding tax?

After a (one-off) waiting period, dividends can be paid under this favourable regime with withholding tax being applied at the rate of 15%.

Under the Budget Agreement struck in late November, this rate is set to rise to 18%. According to the latest reports, the rate increase was scheduled to come into effect in the month following publication of the new Act. It is likely that this Act will not be passed until after 1 January 2026, but obviously things can move quickly. All dividends paid after the Act comes into force would immediately be subject to the higher rate, regardless of when the reserves were accumulated.

It may therefore be tempting or even appropriate to pay out another dividend as soon as possible under the VVPRbis scheme, while the 15% withholding tax rate still applies.

However, (accelerated) payment of a dividend raises a number of other questions (apart from the increase in the tax rate): do you need to have funds in your private assets; how many years do you wish to continue working via the company; can the company be sold in the long run (see potential impact on capital gains tax); does the company qualify as a family business (which can be inherited at a tax rate of 3%); will paying the dividend affect the ability to apply a reduced corporation tax rate; and so on. We recommend that the potential tax rate benefit in the event of an accelerated distribution be expressed not just in percentage terms, but also in ‘cash’, and that you weigh this advantage against the other possible consequences of your decision. Of course, your company will also have to follow the appropriate company law procedure (extraordinary or ordinary general meeting of shareholders, net asset test, liquidity test, etc.).

Note that not every company can use the VVPRbis tax reduction scheme. Only companies incorporated after 1 July 2013 (or companies that have since issued new shares in a capital increase or contribution increase) may be (fully or partially) eligible.

When creating a liquidation reserve, a levy of 10% is payable on the amount to be placed in the reserve. In exchange, the reserve can be distributed later at a favourable tax rate.

• Existing liquidation reserves (and presumably liquidation reserves created before 31 December 2025) can be distributed after a waiting period of five years at a 5% withholding tax rate. Net tax burden: 13.64%
  • It is also possible to opt for a three-year waiting period before distribution of the liquidation reserves. In that case, the withholding tax payable on distribution will be 6.5% rather than 5% as with a five-year waiting period.
  • The increase in the withholding tax rate to 18% would not apply to these previously accumulated liquidation reserves.
• For reserves created after (presumably) 31 December 2025, the waiting period under the Programme Act would always be three years and the tax rate on distribution 6.5%. Net tax burden: 15%. However, under the recent Budget Agreement, the net tax burden on these reserves would rise further to 18% (by raising the withholding tax rate on distribution after three years to 9.8%).
• On liquidation, no further tax is currently due on liquidation reserves. This would continue to be the case.

By distributing reserves before the end of 2025, the company's equity as of 31 December 2025 will decrease and the subsequent taxable basis for private capital gains tax could potentially be higher.

If your company is eventually likely to be liquidated rather than sold, we assume this consideration is less relevant.