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Glossary · Governance and representation

Shareholder-managing director (Gesellschafter-Geschäftsführer)

Also: Gesellschafter-Geschäftsführer, owner-manager

In short

A shareholder-managing director holds a share in the GmbH or UG and also manages its business. For founders, this is the norm.

Shareholder-managing director (Gesellschafter-Geschäftsführer) explained

For social insurance, what matters is whether they control the company. If they hold 50% or more of the shares, they usually have a controlling position and are treated like a self-employed person. Below that, a blocking minority anchored in the articles of association, with which they can prevent all resolutions, can lead to the same result. For tax purposes, their salary is a business expense of the GmbH, but it must be reasonable; otherwise, there is a hidden profit distribution to that extent. They can only conclude contracts with themselves with an exemption from Sec. 181 BGB.

Legal basisSec. 6 (3) GmbHG, Sec. 8 (3) sentence 2 KStG, Sec. 181 BGB

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Related terms

Exemption from Sec. 181 BGBThe exemption from Sec. 181 BGB allows a managing director to conclude contracts on behalf of the company with themselves or with a third party they also represent. Without this permission, such self-dealing transactions are generally not allowed.Articles of association (Gesellschaftsvertrag)The articles of association (or partnership agreement) are the contractual basis of a company and set out, for example, its name, registered office, purpose, capital and the rights of the shareholders; for a GmbH they are also called the Satzung. For a GmbH and UG they must be notarised; for a GbR no particular form is required.GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.Hidden profit distribution (verdeckte Gewinnausschüttung, vGA)A hidden profit distribution occurs when a corporation grants a shareholder a benefit outside a regular distribution, such as an unreasonably high salary or an interest-free loan. For tax purposes, it may not reduce the company's profit.Profit distribution (Gewinnausschüttung)In a profit distribution, a corporation pays out all or part of its profit to the shareholders, on the basis of a resolution on the use of profits. Private individuals pay 25% flat-rate withholding tax on it, plus solidarity surcharge and, where applicable, church tax.Commercial power of attorney (Handlungsvollmacht)The commercial power of attorney authorises the transactions and legal acts that a commercial business, or certain transactions within it, usually involve. It is narrower than Prokura and is not entered in the commercial register.

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