The Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, RCS) recently published a brochure giving notice of a new registration filing formalism for all present and future entries starting April 2022. This new registration filing formalism applies to all natural persons who, by virtue of their function in the company, regardless of their position, are required to be registered in the file of a company or other entity registered with the RCS. The brochure also announces that all Luxembourg addresses registered in the RCS will be compared to the national register of localities and streets (registre national des localités et des rues).
On November 25, 2021, the European Commission adopted a package of measures to improve the ability of companies to raise capital across the EU and ensure that Europeans obtain the best deals for their savings and investments. All parts of the legislative package will now be discussed in the European Parliament and the Council. The Commission asks the two legislative bodies to start working on these proposals as soon as possible.
There are four proposals in the package, which we will briefly point out before going into more detail on the ELTIF proposals and on the recommended amendments to the AIFM Directive.
On December 22, 2021, the European Commission presented a draft directive to prevent the use of shell entities for tax purposes. Once the draft is adopted, Member States are required to finalize their national implementation by June 30, 2023, and apply it as of January 1, 2024.
Especially in the case of fund structures, EU shell entities held below their alternative investment fund (AIF) are affected, provided that these EU shell entities have sources of income outside of their country of residence. These cross-border operating EU shell entities are to be denied advantages under double taxation treaties and EU directives. Another novelty – at least from the German point of view – is the possible attribution of the income of the EU shell entities directly to their shareholders.
