GmbH-Gewinnausschüttung – diese Basics muss jeder GmbH-Chef kennen

Basics about GmbH profit distributions that every GmbH managing director needs to know. How are GmbH profit distributions taxed? In the standard case, withholding tax is applied: the GmbH deducts 25% plus the solidarity surcharge, totaling 26.375%. The remainder ends up in your bank account, and you don't have to pay any further taxes on it. There are two alternative methods: Either—very unlikely—you have a very low tax rate, in which case you can—just like any retiree with their capital gains—apply for your individual tax rate to be applied. In this case, you receive a pro-rata refund of the capital gains tax withheld by the GmbH. This is likely to be a rare occurrence for GmbH shareholders. Then there is the option to opt for taxation at an individual tax rate. The managing director can do this if they… (§32d Paragraph 2 Number 3 EStG) a) hold at least 25 percent of the shares in the corporation or b) hold at least 1 percent of the shares in the corporation and can exert significant entrepreneurial influence on its business activities through professional work for it. This is particularly worthwhile if you have high business expenses – in other words, if you purchased the GmbH shares with a loan. With this option, you can deduct at least 60% of these business expenses. In contrast, with withholding tax, no business expenses can be deducted. You are bound to this option for five years. Let's look at a GmbH shareholder who receives €100,000 in profit distributions each year and pays €30,000 in interest to the bank to finance the shares. This individual is subject to the top tax rate. If he chooses the standard withholding tax, the GmbH (limited liability company) will deduct €25,000. If he chooses taxation at his individual tax rate, he will only be taxed on €70,000 – at 60%, meaning €42,000 is taxable. He will pay €17,640 in taxes on this amount. In both cases, the solidarity surcharge and church tax will be added on top. He therefore saves €8,000. When is the option for individual taxation disadvantageous? When it doesn't involve huge sums of money or when business expenses will soon cease to exist, leaving nothing to offset them. If you also fall under the high-income tax bracket, individual taxation is disadvantageous. Let's assume you already have an income of €300,000. You are single, and now you receive a €1 million dividend. With the standard withholding tax, you would pay €250,000. If you have opted for the dividend, you will pay €270,000, plus the solidarity surcharge. The upper limit for a profit distribution is the available equity capital. For example: You have share capital of €25,000 and €100,000 in retained earnings. Then you can distribute €100,000. Another limit is the bank account balance. What needs to be done to make a profit distribution? First, you need a shareholder resolution. All shareholders must meet and approve the distribution. If you are the sole shareholder, you would resolve the following: The sole shareholder of XY GmbH hereby resolves today, August 10, 2024, that €100,000 gross will be distributed on September 10, 2024. Be sure to choose a future date for the distribution, as you must pay capital gains tax no later than the day of the distribution. Capital gains tax registration! I strongly recommend that you grant the tax office a direct debit authorization. This way, it's the tax office's problem to debit your account on time; if they debit it later, that's not your problem. Do you always have to wait for the annual financial statements? No, a GmbH (limited liability company) can also make an advance distribution. What is the difference between a managing director's bonus and a profit distribution? The bonus is a component of the salary and reduces the GmbH's profit. It is fully taxable, and income tax must be deducted if you say so. If you are the sole shareholder, a profit-sharing agreement is somewhat more tax-efficient. However, a profit-sharing arrangement is significantly less flexible. It must be finalized before the start of the fiscal year. Then, after the annual financial statements have been prepared and the profit-sharing amount is determined, it must be paid out. Does every shareholder actually have to receive their share of the profits in proportion to their shareholding? No, it is perfectly possible to agree on disproportionate profit distributions. The tax office must recognize this if it is permitted in the articles of association. If you forget to amend the articles of association accordingly, the tax office will not accept it.