Haftung und Besteuerung von geschäftsführenden Gesellschafter*innen

Abstract

In Austria, the Gesellschaft mit beschränkter Haftung (GmbH) is the main corporate form. It is the equivalent of a Limited Company. As of 31 December 2021, 60.22 percent of all entries in the commercial register were GmbHs. In many SMEs, ownership and management are held by the same person. This dual role of the managing shareholder comes with real risks and duties: liability towards the company (internal liability), potential personal liability for unpaid taxes, possible criminal and administrative consequences, and the duty to file for insolvency on time. This thesis asks: which tax and liability issues shape the position of the managing shareholder, and how do they affect a company’s structure and performance? The goal is to give a clear overview of risks, obligations, and design options, ending with practical recommendations. First, the thesis covers the basics: company forms, the roles of shareholders and managing directors, core duties, the specifics of the dual role, and the main taxes and legal sources. It then looks at internal liability, tax liability, and criminal/administrative aspects. It also explains how to reduce risk through organisation, the four-eyes principle, delegation with control, documentation, compliance systems, and D&O insurance. Next, the tax section analysis income classification; social insurance assignment (ASVG vs. GSVG) depending on the shareholding. The difference between director’s pay and dividend distributions and the risk of hidden profit distributions (verdeckte Gewinnausschüttungen, vGA). The final content chapter shows how these points influence structure and performance. The thesis ends with a short, practical guide. Methodologically, it relies on literature and legal research and on the author’s practice notes from working in a tax advisory firm with daily contact to managing shareholders. The personal risk level is high. One law can lead to unlimited internal liability, and another can impose personal liability if duties are breached and claims cannot be collected. Good prevention is therefore essential. Helpful measures include an internal control system (ICS), the four-eyes principle, delegation with oversight, documented decision processes, timely crisis actions, and D&O insurance. From a tax perspective, there are several options. Director’s pay is treated differently depending on the ownership share, the social insurance regime affects both the tax burden and coverage and at higher income levels, distributions may be more attractive than additional salary. For structure and performance, key factors are a balanced mix of fair director’s pay and dividends, a clear separation between payment for work and profit use, and retaining earnings to strengthen internal financing. The guide translates these points into readyto-use checklists and simple do’s and don’ts.

Date of Award	2025
Original language	German (Austria)
Supervisor	Sandra Schwarz-Marehard (Supervisor)