Directors' remuneration
It is well known that for the deductibility of the remuneration of the directors of a company in corporate tax to occur, it must be expressly included in the corporate bylaws, but what happens if this remuneration is reached by agreement of the General Meeting?
This has been discussed in the Judgment of the Superior Court of Justice of Madrid, of November 3, 2022. The judicial body analyzes the remuneration paid to the company's directors that has been determined by general meeting agreement, with an established maximum of 10%.
Thus, the article 217.1 of the Capital Companies Law establishes that “the position of administrator is free, unless the corporate bylaws establish otherwise by determining the remuneration system.” Similarly, article 23.e) of the same legal text establishes that the statutes will contain “the remuneration system [of the administrators], if they have it.”
The judicial body establishes that the agreement established at the General Meeting cannot be equated with the fixing of remuneration in the company's statutes, since "said agreement does not imply a modification of the statutes."
Therefore, the ruling establishes that the directors' remuneration will not be deductible if this remuneration is not accredited in the company's bylaws. In this case, the bylaws must be modified after the agreement of the General Meeting.
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