{"id":13820,"date":"2026-10-18T20:42:56","date_gmt":"2026-10-18T18:42:56","guid":{"rendered":"https:\/\/suw-steuerberatung.de\/payroll-tax-audit-special-payments-to-the-shareholder-managing-director\/"},"modified":"2026-10-18T21:39:05","modified_gmt":"2026-10-18T19:39:05","slug":"payroll-tax-audit-special-payments-to-the-shareholder-managing-director","status":"publish","type":"post","link":"https:\/\/suw-steuerberatung.de\/en\/payroll-tax-audit-special-payments-to-the-shareholder-managing-director\/","title":{"rendered":"Payroll Tax Audit: Special Payments to Shareholder-Managing Director"},"content":{"rendered":"

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Case Study: Payroll Tax Audit\u2014Special Payments to Shareholder-Managing Director<\/h2>\n

Recently, during payroll (income) tax audit at one of our clients, a particularly practical case arose regarding the compensation of a controlling shareholder-managing director. The point of contention was the special payments made over many years (e.g., \u201cChristmas bonus\u201d or June\/December payments)\u2014and the question of whether these gave rise to an additional claim relevant for income tax purposes.<\/p>\n

The tax authorities sought to infer an \u201cestablished business practice\u201d from this payment practice, assess fictitious wages, and subsequently attribute hidden contributions\u2014resulting in substantial back income tax assessments in the five-digit euro range. During the audit, through a thorough analysis of the shareholders\u2019 resolutions and current tax ruling, we were able to ensure that these fictitious claims were not recognized and that the planned additional payroll tax assessments were completely waived.<\/p>\n

Controlling Shareholder-Managing Director: Special Payments, Business Practice, and Income Tax Risks<\/h3>\n

As part of a payroll tax audit of a medium-sized GmbH, the tax authorities reviewed the compensation of a controlling shareholder-managing director. In addition to the regular salary, special payments (roughly equivalent to one month\u2019s salary) were made over the course of several years.<\/p>\n

In the draft report, the auditor assumed that, due to the repeated practice (\u201cestablished business practice\u201d), an additional contractual entitlement to special payments had arisen\u2014even for periods during which the shareholders later decided not to approve any further special payments (in particular December 2024, as well as June and December 2025). On this basis, notional inflows of wages and subsequent hidden contributions were to be recognized, and income tax was to be collected retroactively. Depending on whether the GmbH assumed the tax liability, this resulted in a potential additional amount of income tax and solidarity surcharge ranging from approximately EUR 18k to EUR 33k.<\/p>\n

Guidance for Taxpayers: How to Avoid Phantom Salaries and Hidden Contributions by Managing Directors<\/h3>\n

\"Infographic<\/p>\n

s&w Tax Consultants clarified that, in the case of a controlling shareholder-managing director, the fiction of income and the concept of a hidden contribution apply only if there is a clear, undisputed claim for compensation and the waiver occurs after this claim has arisen. The decisive factors here are the respective current shareholder resolutions regarding the amount and due date of the compensation, not merely the actual payment practices.<\/strong>For the audited company, this meant:<\/p>\n