How can I as managing director of a GmbH determine my salary?
February 11, 2023 | 50,00 EUR | answered by Helma Beck
Dear attorney,
I am Franceska Schmitt and the managing director of a GmbH. In the past, I have always set my own salary, but now I am concerned whether this is legally correct. I am unsure if I am allowed to unilaterally set my salary as a managing director or if there are certain legal requirements that I need to adhere to.
Currently, there is no specific provision in our articles of association or in a separate managing director contract that sets my salary. I want to ensure that I am behaving correctly as a managing director and not violating any legal requirements.
My concern is that I may face legal consequences if I set my salary unilaterally and it does not comply with legal requirements. Therefore, I would like to know how I can legally set my salary as a managing director of a GmbH.
Are there any legal regulations or recommendations that I need to consider in order to correctly set my salary as a managing director? What options do I have to ensure that my salary is legally soundly set?
Thank you in advance for your help and support.
Sincerely,
Franceska Schmitt
Dear Mrs. Schmitt,
Thank you for your inquiry regarding determining your salary as the managing director of a GmbH. It is important that you are aware of the legal aspects to avoid potential consequences.
Generally, there is no specific law that regulates the determination of the managing director's salary. However, the salary should be reasonable and market-standard to avoid potential conflicts of interest. An appropriate compensation is important to fulfill your responsibilities as a managing director and to minimize potential liability.
In your case, since there is no specific provision in your articles of association or managing director contract, I recommend that you establish a reasonable and market-standard compensation. You can use industry benchmarks for comparison or seek external advice to ensure the adequacy of your salary.
It may also be beneficial to include a provision for determining the managing director's salary in your articles of association to ensure transparency and legal certainty. This can help avoid potential disputes in the future and establish clear guidelines for compensation.
It is also important to note that managing director compensation is subject to tax regulations. Therefore, I recommend considering tax aspects when determining your salary and consulting a tax advisor if necessary.
Overall, it is crucial that your salary as the managing director of a GmbH is reasonable, transparent, and legally sound. By following market-standard compensation, seeking external advice, and making contractual arrangements if needed, you can ensure that you are acting correctly and avoid potential legal consequences.
I hope this information has been helpful to you. If you have any further questions or need assistance, I am happy to help.
Best regards,
Helma Beck
