All articles · 2025-10-31 · Taxation
New rules around liquidation reserves: what is changing and what does it mean for you?
From January 1, 2026, the tax rules for liquidation reserves will change. This adjustment offers new opportunities, but at the same time requires a…
By Jan Hermans, CEO & founder of Lyff.
What are liquidation reserves?
A liquidation reserve is essentially a savings pot within your company. You set it up with profit that you keep in the company, and for that, you immediately pay an additional levy of 10%. The advantage of this is that you can later distribute this reserve to yourself as a shareholder with a lower withholding tax (roerende voorheffing) than with a classic dividend.
A concrete example:
On € 100 profit, you pay a € 10 levy. From the remaining € 90, you distribute it after 5 years at 5% withholding tax (roerende voorheffing), leaving you with € 86 net. This amounts to a total tax burden of 13.64% — significantly more advantageous than with a regular dividend distribution.
The old regulation: five years waiting for 5%
Until recently, a simple rule applied: whoever set aside profit in their company as a liquidation reserve had to wait five years to be able to distribute it advantageously. After that period, you only paid 5% withholding tax (roerende voorheffing). A nice advantage for those who had some patience.
Those who wanted access to the money sooner paid a hefty price: an additional 20% withholding tax (roerende voorheffing), on top of the initial 10% levy when the reserve was created. This usually made a quick distribution unattractive.
The new regulation from 2026
From January 1, 2026, that balance changes. The legislator introduces more flexibility, although it does not come for free.
You will have the option to distribute your liquidation reserve after three years. The price for this is a slightly higher withholding tax (roerende voorheffing) of 6.5% instead of 5%. Those who distribute money even faster will be confronted with a total of 30% withholding tax (roerende voorheffing), which makes the faster route fiscally less attractive.
In practice, this means that the tax burden after three years is approximately 15%, comparable to what we know from the VVPR-bis-regime. Important: these new rules only apply to reserves created from January 1, 2026.
A transitional arrangement for existing reserves
For those who have already built up reserves, there is good news. A transitional arrangement has been in effect since July 1, 2025. This offers the choice:
- you distribute after three years at 6.5%, or
- you wait five years and pay 5%.
The choice seems small, but it can make a big financial difference, depending on your liquidity needs and planning horizon.
Distribute faster or still wait?
Tax optimization depends not only on percentages and formulas, but on your personal context.
- Do you need the money within a few years? Then it might be worthwhile to distribute after three years. You effectively 'buy off' the slightly higher withholding tax with extra financial flexibility.
- Do you have no immediate need for cash? Then waiting remains the better choice. By showing five years of patience, you pay less tax and retain more net profit within your company.
In that sense, the new regulation becomes an invitation to tailor-made tax planning. No longer a black-and-white rule, but a choice that you consciously align with your future plans — professionally and privately.
Pay attention to the impact on capital gains tax (meerwaardebelasting)
The new rules seem simple, but under the surface lies an important fiscal nuance: capital gains tax (meerwaardebelasting).
When you withdraw a large amount from your company at the end of 2025, for example through a substantial dividend or reserve distribution, your equity automatically decreases. And that has consequences: your company appears to be worth less on paper. In a later sale, that effect can backfire. You then start from a lower base value, which makes the capital gain (meerwaarde) on sale seem larger and can therefore be taxed more heavily.
For management companies or companies that will eventually be discontinued upon retirement, this is usually not a problem. There is no sales moment when that capital gains tax (meerwaardebelasting) comes into play. In that case, an early distribution of liquidation reserves can actually be interesting.
If, on the other hand, your company is ever sold, caution is advised. In that scenario, it is often smarter not to distribute additional dividends or liquidation reserves in 2025, so that your balance sheet looks financially stronger on December 31. That small difference on paper can later yield a large tax advantage.
Also consider alternatives
Besides classic dividends and liquidation reserves, there are other ways to get money out of your company. A stock option plan, for example, can be a particularly interesting avenue. Do you want to know more about this? Then be sure to check out the video series in our Academy, or ask our experts directly.
