Kontrakt menadżerski a VAT

Kontrakty menadżerskie to szczególny rodzaj umów cywilnoprawnych, na podstawie których menadżerowie (członkowie zarządu, dyrektorzy wykonawczy) świadczą usługi na rzecz spółek, reprezentują te podmioty w kontaktach zewnętrznych.

Uzyskiwane dochody z kontraktów menadżerskich to przychody z „działalności wykonywanej osobiście” w podatku dochodowym od osób fizycznych podlegają opodatkowaniu wg skali, jak wynagrodzenie za pracę na podstawie umowy o pracę, nie można do nich stosować opodatkowania liniowego 19% i kwestia ta nie budzi większych kontrowersji.
Natomiast wyzwaniem było stwierdzenie, czy świadczenie usług na podstawie zawartej umowy o zarządzanie wypełnia definicję działalności gospodarczej w rozumieniu ustawy o VAT, i tym samym czy podlega opodatkowaniu tym podatkiem. Większość organów podatkowych oraz Ministerstwo Finansów w wydawanych interpretacjach podatkowych twierdziło, że kontrakty menadżerskie to działalność opodatkowana VAT stawką 23%.

Od 6 października 2017 roku mamy rewolucję w tym podejściu. Minister Finansów opublikował bowiem interpretację ogólną o sygnaturze PT3.8101.11.2017, w której uznał, że zdecydowana większość kontraktów menadżerskich nie podlega opodatkowaniu VAT.

Aby kontrakt menadżerski nie podlegał opodatkowaniu VAT, zapisy umowy powinny zawierać postanowienia wypełniające łącznie następujące warunki:
– menadżer wykorzystuje infrastrukturę i organizację spółki, dla której świadczy usługi (komputery, drukarki, sale konferencyjne, pomieszczenia), uczestniczy w szkoleniach i konferencjach finansowanych przez spółkę, ma prawo korzystać z firmowych kart płatniczych i debetowych – Minister Finansów uznał, że wykorzystywanie infrastruktury i organizacji wewnętrznej zarządzanej spółki powoduje, że zarządzający nie ponosi  w tym zakresie ryzyka ekonomicznego;
– sprawuje nadzór nad powierzonymi mu pracownikami;
– wynagrodzenie zostało określone w stałej kwocie niezależnej od uzyskiwanych rezultatów. Minister Finansów stwierdził, że jeżeli umowa przewiduje stałe wynagrodzenie nie można mówić o ponoszeniu ryzyka ekonomicznego przez zarządzającego. Nie ma tu również znaczenia, że obok stałego wynagrodzenia ustalona jest premia za realizację określonych parametrów finansowych przez spółkę, uzyskanie określonego poziomu sprzedaży lub realizację innych czynników, pod warunkiem jednak, że element stały wynagrodzenia będzie stanowił istotną wielkość i/lub część całkowitego wynagrodzenia;
– odpowiedzialność wobec osób trzecich – jeśli umowa nie reguluje tych kwestii lub zawiera zapisy, że za działania menadżera wobec osób trzecich odpowiedzialność ponosi spółka – zdaniem Ministra Finansów taka sytuacja wyklucza samodzielny charakter działania menadżera. Bez znaczenia pozostaje w tym kontekście odpowiedzialność zarządzającego wynikająca z bezwzględnie obowiązujących przepisów prawa, w tym w szczególności odpowiedzialność członków zarządu wynikająca z przepisów Kodeksu spółek handlowych.

Należy jednocześnie zaznaczyć, ze zdaniem Ministra Finansów, kontrakt, w którym wynagrodzenie menadżera składa się z części stałej i zmiennej, ale część uznaniowa stanowi maksymalnie 50% wynagrodzenia menadżera uzyskanego w roku poprzednim, spełnia wymogi, aby uznać dany kontrakt za działalność gospodarczą w rozumieniu ustawy o VAT.

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