The director-shareholder’s current account is an area to which the Tax and Customs Administration pays particular attention.
Current account
What is a current account? You’re probably familiar with the most common example: your current account at your bank. This is the account into which your salary, benefits and other income are paid. It’s also the account you use to pay your fixed and other bills. The bank continuously reconciles your incoming and outgoing payments. You can check your current balance every day.
Many directors and major shareholders (DGA’s) have a similar arrangement with their private limited company. They pay for expenses on behalf of their company, and their company receives payments on their behalf. These receipts and payments are offset against one another on an ongoing basis. The current account with the private limited company is recorded in a separate general ledger account within the company’s accounts.
If the current account, viewed from the director and major shareholder’s perspective, shows a credit balance, the director and major shareholder has a claim on the limited company. If the current account is in the red, this constitutes a debt to the private limited company.
Terms and Conditions
Just as with all other relationships between the director and major shareholder (DGA) and the private limited company (BV), the current account must also be subject to commercial terms and conditions. These terms and conditions must be set out in a written current account agreement.
If the terms and conditions of the current account are not (sufficiently) commercial, the Tax and Customs Administration may impose the following consequences:
- The current account relates to a claim from the director and major shareholder (DGA) to the private limited company (BV): in such cases, the balance of the current account may, for tax purposes, be regarded (in part) as capital paid into the company or as a receivable carrying an uncommercial credit risk;
- The current account relates to a debt from the director and major shareholder (DGA) to the private limited company (BV): in such cases, the Tax and Customs Administration has two options. Usually, the balance of the current account is (partly) treated as a distribution of profits by the BV to the DGA (subject to 25% substantial interest tax). Sometimes the tax authorities argue that, as a director and major shareholder, you have received too little salary from the private limited company, subject to payroll tax (under the customary salary scheme).
What constitutes business-related conditions depends on the specific circumstances. These include, amongst other things:
- a commercial interest rate;
- collateral;
- agreements regarding the maximum balance of the current account.
Of course, you must actually honour the business agreements you have made.
Increasing current account balance
In practice, the current account is sometimes a one-way street. In such cases, expenses paid on behalf of the director and major shareholder are usually (almost) the only items entered into the account. The director-major shareholder’s debt to the private limited company then accumulates over time. This increases the risk that the tax authorities will successfully treat the amount as a profit distribution.
An outstanding debt owed by the director and major shareholder to the private limited company in the form of an overdraft can be settled by:
- to repay from private funds;
- to be repaid by means of a (voluntary) dividend payment (a substantial interest tax of 25% is payable on the dividend payment);
- to convert, in whole or in part, into a cash loan.
Financial planning
But here too, prevention is better than cure. By managing your finances properly, you can prevent your current account balance from spiralling out of control. This, of course, simply means paying for personal expenses out of personal funds – not via the private limited company. If personal funds prove insufficient, they must be topped up. This can be done, for example, by increasing the director-shareholder’s salary or by paying out a dividend.