Liabilities for a natural person – founder
One of the very frequent questions we receive in our line of work concerns the founders of companies; the founders who appear as natural persons, as well as what are their liabilities upon founding, i.e. upon registration in the competent register.
The answer to this question greatly depends on the founder themselves, i.e. on the role they have in that company, whether they are the sole founder who is not engaged in any capacity and whether they are insured on some basis.
When speaking about the liabilities of the founder, a member of a company, we need to keep in mind the provisions of the Individual Income Tax Law, the Law on Mandatory Social Insurance, as well as the Act on Pension and Disability Insurance.
The founder of the company can be engaged in the work of the company or only be the founder. There are various forms of engagement of the founders in the company, which is a special topic that we will cover in the upcoming period, and now we are reviewing the founders of companies as natural persons who are not engaged in the company of which they are the founder on any basis. Quite often in practice we encounter a lack of understanding of the liabilities that arise for the founder, a natural person who is also registered as a director in the competent register, i.e. not understanding that one of these two forms signifies engagement in a business entity.
This is regulated for a natural person – the founder of a company (who has not established an employment relationship in that company), who is, as the insured, mandatory insured according to the laws which regulate the system of mandatory social insurance, the contributions for the mandatory social insurance are calculated and paid (contributions for pension and disability insurance, and contributions for health insurance, unless the person is insured on another basis).
The Law on Contributions for Mandatory Social Insurance in Article 6, Item 1 stipulates that the person liable for contributions is the insured and the Employer or the payer of income, to whom the contributions are charged.
In addition, Article 6, Item 3 of the Law on Contributions stipulates that the insured is a natural person mandatory insured according to the laws which regulate the system of mandatory social insurance.
In Article 6, Item 15 of the Law on Contributions, the founder, i.e. a member of the company, is the insured – natural person, regardless of whether or not they have established an employment relationship with the company. Engagement includes, along with an employment relationship, presentation and representation of a company on the basis of registration in the register of the competent organization.
The contributions base for the founder, i.e. a member of a company, is at least the lowest monthly base pursuant to Article 37 of this Law.The base for the founder, i.e. a member of the company, is calculated and paid by the company of which they are a member, and these contributions are charged to the company as expenditures. The lowest monthly contributions base, which is applied from January 1, 2023 until December 12, 2023 is 35,025 dinars.
The contributions rate is 24%.
The tax return on the basis of which the payment of liabilities for the founder is made is called PP OD-O, and the deadline for its submission and payment of the liabilities arising from it is every 15th of the month, for the previous month.
For all of your questions regarding this and any other topic, our team is at your disposal.