Profit distribution plays an important role in the satisfaction and success of your company.

How can you distribute the profit you have made? And how is the profit distribution of the GmbH calculated? The Digitale Gründung team will show you simply and clearly how you can deal with the topic.

Table of contents

The main points of profit distribution in the GmbH

To understand exactly how the profit distribution of the GmbH is calculated, here is an overview of the most important points:

  • The profit distribution of a GmbH is based on the proportion of shares held by the shareholders
  • You need a shareholder resolution to determine the appropriation of profits
  • The shareholders' meeting decides on the distribution of profits
  • The profit of the GmbH is recorded in a balance sheet by means of a profit and loss account and is subject to corporation tax
  • Shareholders can agree an incongruent/disproportional profit distribution in the GmbH

How is the profit distributed in the GmbH and who decides on the distribution of the GmbH profit?

The distribution of profits in the GmbH is usually pro rata.

However, different arrangements can also be made. This requires a shareholder resolution that determines the distribution of profits or the appropriation of profits. However, a portion can also be left in the GmbH and used as a so-called profit retention reserve.

You are not sure how you should organise your profit distribution in your GmbH? The lawyers at Digitale Gründung are at your side and can also advise you on your articles of association.

How is the profit of a GmbH calculated?

The profit is calculated as part of the annual financial statements. A balance sheet and a profit and loss account are prepared here.

The profit of the GmbH is subject to corporation tax. It is possible to offset existing losses from previous years against current profits, even up to an amount of EUR 1 million!

After the profit statement and the resolution on the appropriation of profits, the profit can be distributed to the shareholders if the profit carried forward is positive.

Taxes are not your topic? Digitale Gründung offers you the best tax and legal advice or let us coach you on the subject of corporate tax!

Calculate GmbH profit distribution: An example

A GmbH is founded with share capital of EUR 100,000. The shares are held by three shareholders:

  • Shareholder A: 15,000 euros (15 %)
  • Shareholder B: 25,000 euros (25 %)
  • Shareholder C: 60,000 euros (60 %)

The net profit for the financial year after deduction of taxes amounted to EUR 200,000. In the shareholders’ resolution, EUR 50,000 is left in the GmbH as a reserve. The remaining EUR 150,000 will be distributed pro rata to the shareholders. The result of the calculation for the profit distribution of the GmbH thus looks like this:

  • Shareholder A: 22,500 euros
  • Shareholder B: 37,500 euros
  • Shareholder C: 90,000 euros

What is incongruent or disproportionate GmbH profit distribution?

The incongruent or disproportionate distribution of profits is a deviating distribution of profits. This profit distribution then provides for a profit distribution that is not based on the share of the contributions made. Within the disproportionate profit distribution, for example, a shareholder could participate in the profit with a higher percentage share.

The deviation must be specified in the articles of association.

Can’t wait to start your own company? Let our trained lawyers advise you now on the formation of your GmbH.

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