Waiver of salary in a joint-stock company (AG) / limited liability company (GmbH)

Forgoing wages is generally possible in a joint-stock company and in a limited liability company, but not always advisable.

Wage Forgoing in a Corporation

Both the AG (joint-stock company) and GmbH (limited liability company) are independent legal entities. They are also called corporations. A claim to wages exists if such has been agreed upon. This can arise, for example, from an employment contract or also from a contractual relationship between the company and the shareholder.

The question of whether one wants to forgo wages primarily arises in the case of an AG or GmbH that is controlled by a single person who also manages all the business. Here, wage forgoing is indeed possible, since contractual freedom generally applies. However, with a waiver of wage payment, the obligation to pay social security contributions does not disappear. Even with a wage forgoing, a certain minimum amount is owed for the 1st pillar (AVS). However, wage forgoing conflicts with the rule that a joint-stock company/GmbH generally cannot accept assets without consideration. So even if there is an economic identity between the company and the owner, these two persons must be strictly separated legally. One option, so that one does not have to pay out wages, is that instead of wages a dividend is paid out. However, this raises the problem of economic double taxation, which, however, has been mitigated within the scope of the participation deduction.

It must be examined on a case-by-case basis what the tax-optimal ratio between dividends and wage payments is.