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Shareholder loans (suprimentos): 5 rules for lending money to your company
Step Inside Accounting · Practical guide
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1. A suprimento is a loan that stays
A suprimento is money the partner lends to the company on a lasting basis. It is different from increasing the share capital: capital stays in the company and only comes out in very limited situations, while a suprimento is a loan and goes back to the partner.
It is the simplest way to fund the company when there is not enough turnover yet, when equipment has to be bought, or when the bank asks for guarantees that are not worth it.
2. It has to be for more than one year
What separates a suprimento from a short-term loan is permanence. The clearest sign is a repayment term of more than one year. It also counts as a suprimento when there is no term but the partner does not ask for the money back for a year.
If the company pays the money back before a year has passed, it stops being a suprimento and becomes an ordinary loan, with the consequences in the next rule.
3. Exempt from Stamp Duty, with conditions
Suprimentos, and their interest, are exempt from Stamp Duty (Imposto do Selo) when the partner holds at least 10% of the share capital, for at least a year or since the company was set up, and neither of them is in a country with a privileged tax regime.
If the money is paid back before one year, the exemption falls away and the company must pay Stamp Duty on the amount repaid: 0.04% for each month or part of a month.
4. With or without interest?
In small companies, suprimentos are often interest-free. But the partner and the company are related parties, and the transfer pricing rules require transactions between related parties to be made on the terms independent parties would agree. Some court decisions have held that, for this reason, a loan between related parties should carry market-rate interest. For income tax (IRS), the law also presumes that loans bear interest.
Charging interest costs little and avoids the argument. The partner pays 28% IRS on the interest, withheld by the company, and the company deducts the interest as an expense, within the legal limits. Interest on suprimentos is also exempt from Stamp Duty.
Example
You lend €20,000 to the company at 4% a year. The company pays €800 of interest, withholds €224 of IRS and pays you €576. On the company side, the €800 is an expense and saves €120 of IRC (15%).
5. Document it and get your money back tax-free
Put a written contract in place, even though it is not mandatory. It should state the amount, the repayment term (more than one year), whether there is interest and at what rate, and, where it applies, that it is exempt from Stamp Duty. Always transfer from your personal account to the company account, never in cash.
When the company pays the money back, there is no IRS: it is your own money coming back, not income. Only interest, if any, is taxed.
Example
You lend €15,000 to the company in March 2027, with repayment planned for 2029. There is no Stamp Duty and, in 2029, you get the €15,000 back with no IRS. If the company repaid it in September 2027, the exemption would be lost.
Team tip
Talk to us before you transfer the money. The contract and the way the loan is recorded in the books are what prove it is a suprimento, and it is also the right moment to decide on interest.
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This article is for information only and does not replace professional advice. Figures and rules are those in force at the date of publication and may change.
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