Creation of a permanent establishment by outsourcing management responsibilities to a domestic management conpany

The Fiscal Court of Berlin-Brandenburg has ruled in its decision from November 2 st, 2019, that a corporation having its place of business management located outside of Germany can create a per- manent establishment in Germany, solely by providing a German tax resident property management company with extensive management responsibilities. Even if this ruling discusses the rare case of a corporation which has its registered seat domestically but its place of management abroad at the domicile of its managing director, the consequences of this ruling can be applied to cases, where entirely non-domestic companies hand over management responsibilities to German tax resident management companies. This ruling is especially relevant for common inbound real estate structures using non-domestic companies to hold interest in domestic real estate.

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New draft circular of the Federal Ministry of Finance on special investment funds
After the Federal Ministry of Finance already discussed a first partial draft with the associations in December 2019, last week a new partial draft for the long-awaited amendment to the Circular on the German Investment Tax Act of May 21, 2019, was sent for consultation to the associations. The amendment is intended in particular to clarify questions in connection with the regulations for special investment funds (Chapter 3). We highlight some particularly important aspects of the new draft in our beinformed.
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Corona makes shareholders' meetings go virtual

In spring, many companies, including investment companies, are planning their ordinary shareholders' meeting. The safety measures taken in order to avoid a spreading of the COVID-19 pandemic, especially restrictions on gatherings of people, partly have significant effects on the ability of companies of various legal forms to act. Companies are now often no longer able to make decisions at relevant meetings in the usual way. On the one hand, this applies to ordinary meetings, which usually take place annually and are often used to approve the annual financial statements and to determine the distribution of profits, and, on the other hand, to extraordinary meetings that are necessary due to special measures, in particular for corporate actions and restructuring. Companies that, according to their constituting documents, do not have the possibility to hold their shareholders' meetings by written proceedings, audio conference or video conference, must now face the problem of holding the upcoming shareholders' meetings despite social distancing or lockdowns.

Note: This newsletter is only available in German language.