PodatkiPolskie prawo spółek

Mam spółkę komandytową – co dalej?

autor: Dominika Janiszewska

Opodatkowanie podatkiem dochodowym od osób prawnych (CIT) spółek komandytowych nadejdzie najpóźniej w maju 2012. Oznacza to koniec dla tak popularnego rozwiązania jak spółka z o.o. spółka komandytowa. Ich prowadzenie może okazać się nierentowne. Zmiany mają nastąpić bardzo szybko, więc czasu by ewentualnie przekształcić spółkę jest relatywnie mało. Teraz jest najlepszy czas by zastanowić się jaką formę działalności przyjąć w przyszłym roku i rozważyć rozwiązanie spółki komandytowej.

Po rozwiązaniu sp. z o.o. sp.k. zostanie spółka z ograniczoną odpowiedzialnością. Obawiasz się podwójnego opodatkowania? Poniżej znajdziesz kilka rozwiązań, jak stworzyć plan biznesowy, który pozwoli uniknąć tego problemu i pozwoli ci w pełni korzystać z zysków spółki z ograniczoną odpowiedzialnością.

Czym jest podwójne opodatkowanie spółki z o.o.

Spółka z o.o. jest podmiotem posiadającym odrębną osobowość prawną, więc płaci samodzielnie podatek ze swojego dochodu (CIT). Po odjęciu CIT właściciele spółki mogą wypłacać sobie zysk w formie dywidendy, od którego trzeba odliczyć PIT wspólnika. To tzw. podwójne opodatkowanie. W praktyce jednak spółki z o.o. rzadko wypłacają sobie dywidendy.

Jak zatem legalnie wypłacać pieniądze ze spółki z o.o., by uniknąć podwójnego opodatkowania? Należy postawić na sposoby, które będą dla tej spółki kosztem. W ten sposób zmniejszony zostanie podatek dochodowy, ale wypłata środków musi odbyć się w miesiącu, w którym księgujemy przychód.

Jak uniknąć podwójnego opodatkowania spółki z o.o.?

Podwójne opodatkowanie jest jak Yeti – wielu się go boi, mało kto go widział. Sposobów by uniknąć podwójnego opodatkowania spółki i pomysłów na generowanie jej kosztów jest bowiem wiele. Między innymi są to:

1) wynagrodzenia dla członka zarządu z tytułu powołania,

2) delegacje, diety i szkolenia,

3) inne koszty członków zarządu,

4) wynajem spółce nieruchomości lub ruchomości.

5) fakturowanie własnej spółki

Wynagrodzenie dla członka zarządu z tytułu powołania

Najprostszym sposobem jest ustalenie pensji członków zarządu. Zarząd jest organem reprezentującym spółkę na zewnątrz. Wspólnicy mogą ze swojego grona lub spoza niego mianować prezesa lub członka zarządu poprzez uchwałę wspólników powołującą go do pełnienia danej funkcji za wynagrodzeniem. Od takiego wynagrodzenia nie odprowadza się składki ZUS, gdyż powołanie nie jest tytułem do składek (którym jest np. umowa o pracę czy umowa zlecenie). Oznacza to oszczędność ok 18 tyś w stosunku do działalności.

Wynagrodzenie członka zarządu stanowi koszt działalności spółki kapitałowej umniejszający jej zysk, a dla członka zarządu zostanie opodatkowane wedle stawki podatkowej 17% lub 32% (od nadwyżki przekroczeniu pułapu 85 528 zł). Oznacza to, że przy dochodzie ok 100 tyś PLN opodatkowanie każdego członka zarządu będzie bliskie liniowemu.

Warunkiem zaliczenia takiego wynagrodzenia do kosztów podatkowych jest, aby z podjętych uchwał lub regulaminów wewnętrznych wynikała wynagrodzenia na rzecz członków zarządu. Spółka musi wykazać, że poniesiony koszt jest uzasadniony prowadzonymi czynnościami biznesowymi. O wysokości wynagrodzenia decyduje między innymi kondycja finansowa, wielkość przedsiębiorstwa i charakter spółki. Doświadczenie zawodowe czy wykształcenie członka zarządu również może podwyższać wynagrodzenie.

Delegacje, diety i szkolenia

Opisywany sposób na wypłacanie pieniędzy ze spółki jest jednym z najprzyjemniejszych; spółka może wypłacać zwrot kosztów podróży służbowych (na podstawie aktualnych stawek kilometrówek) nie tylko członkom zarządu, ale też jej pracownikom. Każdy przejazd samochodem, noclegi i diety mogą być dla spółki kosztem. Warunkiem jest, aby służyły osiągnięciu przychodów lub zachowaniu czy też zabezpieczeniu źródła przychodów. Podróż na spotkanie z kontrahentem na drugim końcu Polski może okazać się nie tylko pożyteczna, ale też przyjemna.

Spółka może również wypłacać diety z tytułu podróży służbowych. Przychód z wypłacanych diet jest zwolniona z podatku, a dla spółki stanowi koszt uzyskania przychodu.

Dodatkowo, niektóre szkolenia np. dla członków zarządu czy pracowników (kursy językowe i zawodowe) mogą być uznane za koszty poniesione przez spółkę, jeśli są ściśle związane z prowadzoną działalnością.

Inne koszty członków zarządu

Członkowie zarządu spółki mają pełne prawo korzystać ze środków spółki, jeśli wydatki stanowią koszt uzyskania przychodu spółki. W oczach urzędów skarbowych kontrowersyjne są koszty reprezentacji; które mają za zadanie stworzenie pewnego wizerunku podatnika, stworzenie dobrego obrazu jego firmy. Kosztem są działania mające na celu pozyskiwanie klientów i kontaktów handlowych, ponieważ są prowadzone w celu uzyskania przychodu. Każdy przypadek powinien być interpretowany odrębnie; czy był wydatkiem związany z kosztem uzyskania przychodu czy miał charakter reprezentacyjny.

Wynajem spółce nieruchomości lub ruchomości

Spółka może we własnym imieniu nabywać prawa (w tym własność nieruchomości i inne prawa rzeczowe) oraz zaciągać zobowiązania. Możliwe jest dokonywanie transakcji pomiędzy spółką a jej wspólnikiem i przesunięć pomiędzy majątkową wspólnika, a masą majątkową spółki.

Możliwe jest zawarcie umowy najmu (nieruchomości lub ruchomości – np. sprzętu), gdzie wynajmującym będzie członek zarządu, a najemcą spółka. Umowa najmu będzie zawarta pomiędzy dwoma odrębnymi uczestnikami obrotu gospodarczego, a w skutek opłacanego przez spółkę czynszu, majątek spółki będzie przenoszony do majątku wspólnika.

Należy pamiętać, że wszystkie obciążenia i uznania w spółce z o.o. powinny mieć udokumentowaną podstawę prawną i powinny być właściwie zaksięgowane. Mogą powstać tylko z tytułu uzyskania przychodu – muszą prowadzić od zwiększenia jej majątku.

Sposobów na wypłacanie pieniędzy ze spółki z o.o. by ominąć podwójnego opodatkowania jest wiele. Wszystko zależy od interpretacji każdego z wydatków. Wymienione sposoby są najbardziej powszechnymi rozwiązaniami i pokazują, że odpowiednio dobrany plan biznesowy pozwala czerpać wiele korzyści i zysków ze spółki z o.o.

Faktury wystawiane przez członka zarządu

Częstą praktyką jest wystawianie przez członka zarządu faktur spółce z prowadzonej przez niego działalności gospodarczej. Teoretycznie może on zachować wtedy stawkę 19 %. Takie działanie może jednak rodzić poważne konsekwencje podatkowe. Jeżeli bowiem organ podatkowy stwierdzi, że w rzeczywistości żadne usługi na rzecz spółki nie były świadczone, a były one wykonywane w ramach pełnienia funkcji prezesa zarządu, może uznać faktury VAT za nieprawidłowe. Oznacza to, że spółka nie będzie mogła odliczyć VAT naliczonego z takich faktur, a wynagrodzenie za takie usługi nie będzie mogło zostać zaliczone do kosztów uzyskania przychodów. Konieczne jest zatem jasne określenie obowiązków w ramach powołania oraz osobnej umowy.

Maciej Oniszczuk

Zobacz, również

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