Serving on a company board often entails significant responsibility and extensive work. The board makes key business decisions, oversees the company’s finances, and is responsible for ensuring that the company complies with applicable laws and regulations. But how does the remuneration for this role work – and what should you consider when paying or receiving board fees?
1. Personal Assignment or Corporate Assignment?
The main rule is that board fees are treated as personal remuneration. This means that the fee recipient normally reports the payment as employment income, and the company is responsible for paying employer contributions. Invoicing the board fee through your own company is only possible in exceptional cases and requires that the assignment is not considered personal in legal terms. In practice, these exceptions are quite narrow, so it is important to ensure that all formal requirements are met before invoicing via another company.
2. Tax Rules and Social Security Contributions
Since board fees are often classified as employment income, both preliminary tax and employer contributions must be reported and paid to the Tax Agency. In turn, the board member receives a payslip similar to that of an employee. To avoid unnecessary tax conflicts, it is wise to:
- Ensure that the board fee decision is documented in the company – for example, in the annual meeting minutes or a specific agreement.
- Clarify whether the fee recipient is considered an employee or not – if the board member also has an employment contract with the company, it is necessary to clarify the overall compensation package.
3. Size and Assessment of the Fee
There are no statutory minimum or maximum amounts for board fees in private companies. Often, the company’s size, complexity, and financial situation serve as the basis for determining the fee. For larger, listed companies, the fee may also reflect the risk and responsibility assumed by the board member. Although there are no precise rules regarding the amounts, recommendations and guidelines (for example, from industry organizations) provide guidance for a reasonable level.
4. Division Between Fixed and Variable Components
Some companies choose to split the fee into a fixed part and a variable part, linked to the company’s performance. However, this can create tax challenges, as board fees are often considered a fixed remuneration for ongoing board assignments. If you are considering a variable component, it is advisable to consult an expert to ensure it is handled correctly for tax purposes.
5. Documentation and Transparency
Regardless of the fee structure, clear documentation is essential. Always record the board’s decision on the fee and ensure it complies with the company’s articles of association and relevant meeting resolutions. A transparent and well-documented process minimizes the risk of future inquiries from auditors, the Tax Agency, or other stakeholders.
In summary, there are two key aspects to consider regarding board fees: how the remuneration is classified (as employment income or not) and that the fee decisions are properly documented. The rules can be complex and are updated regularly, so it is wise to seek expert advice to get it right from the start.
Do you have questions about board fees or other financial matters? Contact us at Revea for assistance with accounting, auditing, tax issues, payroll management, or financial advisory. We help you navigate the regulations correctly and ensure that you and your company comply with the applicable rules.