Tax advisor: Possibility of deducting the remuneration of the directors of a company in the Corporate Tax

The consideration of the deduction as an expense of the partners’ salary in Corporate Tax has been the subject of controversy between the Tax Authorities and the companies, an issue on which the Supreme Court has issued several opinions, although not in an enlightening manner. In the recent Supreme Court Ruling of June 27^th (not yet published), although it refers to the previous regulations (TRLIS), it clarifies the conditions for directors’ remuneration to be accepted as deductible.

In order for the remuneration of a company’s directors to be considered deductible for Corporate Tax purposes, they must meet the following requirements:

– They must be properly recorded in the company’s accounting records.

– There must be documentation to justify the payment, such as bank statements of the company showing that the disbursement was made.

– It is necessary that the company’s bylaws expressly contemplate the remuneration of the directors, as well as the form and amount of such remuneration. According to the Supreme Court, if the bylaws establish that the position of director is remunerated and the form of payment is specified, an additional resolution in the general meeting is not necessary for it to be deductible for Corporate Tax purposes. In other words, the lack of a resolution at the meeting is not sufficient reason to deny deductibility.

– In the case of single-member companies, it makes no sense to demand compliance with the requirement of approval of the remuneration at the general meeting, since this body does not exist in that context. In sole proprietorships, the sole shareholder exercises the powers of the general meeting and can decide on the remuneration of the directors without the need for an additional resolution.

Consequently, companies will be able to deduct the remuneration of their directors in Corporate Tax, provided that the expense is duly recorded in the company’s accounting records and the conditions mentioned above are met.

B Law & Tax International Tax & Legal Advisors.

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