JJurical
Corporate law2 credits

Distribution test under Art. 2:216 BW — balance sheet test and liquidity assessment in one report

Test a proposed dividend against both requirements of Art. 2:216 BW: the balance sheet test that computes distributable equity after deducting statutory and articles reserves, and a structured liquidity assessment on the current ratio before and after the distribution, debt repayments, customer concentration, litigation risk, going concern and seasonality — with a draft board resolution where both outcomes allow it.

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dividend-uitkeringstoets v1.0.0 · vintage 2026.1 · draft free
Example outcome
Distributable equity€ 268,000
Balance sheet test — € 75,000 distribution, margin€ 193,000
Current ratio — 1.80 before, after the distribution1.05
Liquidity outcome — risk score 1Attention
sha256 a3f19c47e8b2d05f6c91a4e7d23b8f50…

Who it’s for

01Directors of a Dutch BV who must perform the distribution test and want to record what their approval rested on.
02Accountants and controllers who want to recompute distributable equity including the reserves that must come off it.
03Advisers on a dividend decision who want to work through the liquidity risks in a structured way before the decision is taken.

What the tool does

✓ A balance sheet test on the Flex-BV method: equity less revaluation, participation, other statutory and articles reserves✓ The distributable amount, the margin against the proposed distribution, and the shortfall where the test fails✓ The current ratio before and after the distribution, so the effect of the distribution itself is visible✓ Seven risk factors weighted into a single outcome: green, points of attention, or not responsible✓ Five distribution types — regular dividend, interim, share buyback, capital reduction and other — each with its own resolution wording✓ A draft board resolution with the statutory basis, included once the balance test passes and the liquidity outcome is not red
01 — Form
Case and key figures — a handful of fields.
02 — Draft
Full outcome layout, free.
03 — Pay and receive
Via Mollie, VAT/VIES handled.
04 — Report
Certified PDF + public hash.

The board decides — the test records on what basis

Since the Flex-BV reform a distribution is no longer a matter of free reserves alone. The balance sheet test sets the maximum that can go out, but the second requirement weighs heavier: the board must withhold approval if it knows, or ought to foresee, that the company will be unable to pay its due debts after the distribution. Director liability attaches to that, and it is precisely that second requirement that resists a single formula.

That is why the liquidity side of this tool is a structured assessment rather than a statutory test: the current ratio before and after, debt repayments against available credit, customer concentration, pending proceedings, going-concern doubt, cash flow forecast and seasonality are each weighted into one signal. That signal does not replace the board’s judgement — it makes visible which points need attention and records them, with tool version and dataset vintage, so what the decision rested on stays traceable later.

Frequently asked questions about this tool

Is this the same test as the dividend withholding check?
No. This test answers the corporate-law question: may the company make this distribution? The dividend withholding check answers the tax question: what percentage must be withheld. For a distribution to a foreign shareholder you usually need both, and the two reports stand independently.
Is the liquidity outcome a legal ruling?
No. The balance sheet test follows the statute; the liquidity assessment is a structured risk model whose weights were chosen by the author of the source tool, not derived from Art. 2:216 BW or case law. The report states the thresholds and weights used so you can evaluate them. Responsibility for judging payment capacity remains with the board.
What if distributable equity is negative?
The balance sheet test fails and the report shows the shortfall; the maximum distributable amount lands on zero. The liquidity assessment still runs alongside it and can even come out green — the two are independent. The overall outcome then reports the balance sheet failure as the reason, and no draft resolution is included.
Can I use the board resolution as it stands?
It is a draft with the statutory basis and the structure of a resolution, in which the company name, dates and amounts appear as placeholders; the figures themselves are in the report’s tables. On an amber outcome a paragraph of attention points is added. On a red liquidity outcome or a failed balance sheet test no resolution is included, with the reason stated.
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You pay only when you unlock the report.
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Distribution test under Art. 2:216 BW — balance sheet test and liquidity assessment in one report — Jurical