Establishment of a GmbH and subsequent withdrawal of the share capital?
September 13, 2012 | 25,00 EUR | answered by Wirtschaftsprüfer André Hintz
I would like to establish a one-man limited liability company with a share capital of €100,000, as I intend to make some investments at the beginning of the business that would exceed the usual €25,000. I am the managing director and do not pay myself a salary, and I do not currently require any profit distributions, as I can financially support myself with a part-time job as an employee and some patents.
Now to my actual question:
1.) The €100,000 share capital comes from my personal assets. Can I, after a few years (if the company has developed financially well), receive some of this originally invested share capital TAX-FREE?
2.) How much can this amount be: For example, could I reduce the share capital to the required €25,000 and TAX-FREE pay out the remaining €75,000?
3.) If this is possible, it would likely have to be done through a notary, as the articles of association would then change. What approximate costs would one incur for this?
Dear inquirer,
I would like to answer your question within the scope of an initial consultation and based on your fee commitment, along with the rules of the online portal. My response refers to the situation you have described.
The following conditions must be met in order to be able to pay out the share capital.
A sum of 25,000 euros should remain in the GmbH. It is necessary for the shareholders' meeting to decide to amend the shareholders' agreement and reduce the share capital. Registration in the commercial register must be made.
The repayment of the share capital is tax-free.
In my experience, a notary may cost between 250 euros and 1,000 euros. However, I cannot provide you with a binding statement on this.
I would like to give you two more hints.
If you do not pay yourself a salary, this can quickly lead to a hidden distribution of profits. In this case, seek further tax advice to avoid unpleasant surprises.
Furthermore, there are options for structuring besides the payment of share capital into the GmbH, which would make it easier for you to get back the money deposited without a notary.
In both cases, I am available for further consultation.
I hope my explanations have been helpful to you and remain
Yours sincerely
André Hintz
Tax advisor
Steuerberatung@andrehintz.de
