Securing the management fees paid to directors’ holding companies

The situation

Our support

1. 01

   Mapping the duties actually performed

   We analysed the agreements, the corporate offices and the actual operation of the group in order to identify:

   • the duties performed personally by each director;
   • the tasks relating to their corporate office;
   • the services actually provided by their holding company;
   • the human, material and financial resources deployed by it;
   • any overlaps between the various agreements;
   • the actual beneficiaries of each service;
   • how the fees were calculated and paid.

   This analysis made it possible to distinguish the management duties attached to the corporate office from the standalone services that may be invoiced, such as certain administrative, financial, commercial or strategic functions.

   Management fees are not automatically non-deductible where the companies have a common director. The “Collectivision” case law indicates, for example, that the indirect remuneration of a director may be accepted where it is possible to identify consideration equivalent to the sums paid to the service company.

   Point of attention. The agreement is not enough on its own. The services invoiced must correspond to a real, identifiable and distinct activity, whose benefit the recipient company can demonstrate.
2. 02

   Reviewing the agreements and the pricing method

   We then reviewed the agreements in order to specify:

   • the nature and scope of each service;
   • the allocation of responsibilities between the director, their holding and the recipient company;
   • the ways in which the services are provided;
   • the deliverables or elements evidencing the work carried out;
   • the method for calculating the fees;
   • the invoicing and price-review arrangements;
   • the treatment of VAT;
   • the rules applicable where services are provided to several group companies.

   The pricing method was aligned with the services actually rendered. We examined in particular whether the fees were determined on the basis of:

   • the time spent on the services;
   • the costs borne by the holding, possibly increased by a margin;
   • the market value of the services;
   • or an allocation key between the various recipient companies.

   To be deductible, expenses must be incurred in the direct interest of the business, correspond to an effective charge and be supported by sufficient evidence.

   We also organised the retention of supporting evidence: reports, analyses, tracking tables, exchanges with the teams, documents prepared and the allocation of time spent on the various companies.

   Point of attention. A flat annual amount, without a calculation method or evidence of the services performed, weakens the deductibility of the charge. The documentation must make it possible to link the price paid to the services actually received.
3. 03

   Securing the tax and social security position of the directors

   Finally, we analysed the consequences of the arrangement for the companies and for the directors.

   On the tax side, the absence of a real service or of sufficient consideration may notably lead to:

   • the fees being added back to the recipient company’s taxable profit;
   • the deducted VAT being called into question;
   • the possible characterisation as a benefit or distributed income;
   • the application of late-payment interest and, depending on the circumstances, penalties.

   On the social security side, we checked whether the sums invoiced in fact remunerated the personal exercise of the corporate office (see, for example, Cass. civ. 2, 4 June 2026, no. 23-20.189).

   The structure was therefore adapted to draw a clear distinction between:

   • the remuneration of the corporate office;
   • the services genuinely performed by the holding;
   • the dividends received as a shareholder;
   • any personal remuneration of the director.

   We also checked the substance of each holding company.

   Point of attention. Using a personal holding must not make it possible to artificially convert the remuneration of the director’s work into turnover, and then into dividends. The treatment adopted must correspond to the reality of the duties and services.