In addition to transitional and tax provisions, the proposed implementation bill also makes a few substantive changes to the original bill on simplification and greater flexibility of private company law.
One of these changes concerns payment of interim dividend, for example in the situation of a group company. In the original bill, the decision to pay dividend payments was linked to the most recently adopted annual accounts. This link has now been removed. The company can decide which document will form the basis for considering the dividend payment.
The debate on the implementation bill has also addressed the managing board's assessment when paying dividends. The key is what the managing board knows or ought to know at the time of payment; the managing board can be expected to look no more than one year ahead where it concerns information that should be part of its decision to pay dividend. If the company decides that the books show sufficient shareholders' equity for a dividend payment, the dividend test has been met and no external experts need to be involved
The bill will next be discussed in the First Chamber.
