Funds


What we do

We structure funds both onshore and offshore for German institutional investors, including both the legal implementation of fund concepts as well as the due diligence for regulated investors. We implement fund structures and provide both legal and tax support. We have decades of experience in advising regulated investors on their specific regulatory requirements.

Our Experience:

  • Advisory and consulting services on the setup of a Luxembourg Specialized Investment Fund (SIF) in the legal form of an S.C.S. for bundling a German insurance company's capital investments (review and revision of legal documentation, e.g. S.C.S. Agreement, Offering Memorandum of the fund, AIFM Agreement, Depository Agreement, Register and Transfer Agency Agreement, Domicilation Agreement etc.)
  • Legal and tax due diligence for several German insurance companies and pension funds for investments in real estate funds, infrastructure funds and private equity funds
  • Classi­fi­cation of an invest­ment in an inter­national closed-end real estate fund under the standard formula for the solvency capital require­ment under the Solvency II regime
  • Reorganization of investment fund for tax-privileged investors pursuant to Section­10 of the German Investment Tax Act 2018
  • Qualification of a domestic AIF as a real estate company for an investment by a German special AIF with non-variable investment conditions

News


Funds and Products
February 14, 2018

In light of the ECJ ruling in "Fiscale Eenheid X", Germany has amended the scope of the VAT exemption for management services of investment funds. As of January 1, 2018 the manage­ment of UCITS within the meaning of Sec. 1 ... (more)

January 16, 2018

On 21 December, 2017, the German Federal Financial Supervisory Authority ("BaFin") published a guidance paper setting forth the BaFin's view with regard to the assignment of responsibilities of the AIF and the AIFM. Following a public consultation in early 2017, ... (more)

January 5, 2018

On December 16, 2016, the BaFin presented a draft of the circular relating to the investments of Solvency I insurers and pension funds for public consultation. The final version was recently published with only minor amendments compared to the draft. However, ... (more)

Finance


What we do

We provide legal and tax advice on financing issues arising in connection with real estate credit financing and structured hybrid financing. We also advise on asset-based finance and project finance.

Our Experience:

  • Legal and tax due diligence of an investment in aircraft financing for a debt fund
  • Legal structuring of a hybrid financing instrument under Solvency II principles
  • Legal structuring of a hybrid financing instrument under the German Investment Ordinance for German insurance companies
  • Advice on VAT issues in connection with leasing transactions
  • Financing structures of multi-tiered Luxembourg Real Estate Funds
  • Legal and tax due diligence of a syndicate participation of a credit fund

News


Finance
March 8, 2017

According to the business magazine FOCUS, Bödecker Ernst & Partner is one of Germany's top tax firms for 2017. The editorial team assessed this on the basis of a survey of more than 9,000 tax advisors and auditors asking which ... (more)

June 21, 2016

The German Federal Tax Court has decided in its judgement dated 16 December 2015 that a factor’s liability for the VAT in a factored debt does not cease with the surrender of the proceeds of the debt collection to the ... (more)

March 1, 2016

The govern­ment draft of the Act im­ple­men­ting UCITS V pro­vided that open-ended funds were per­mitted to re­struc­ture and pro­lon­gate pre­viously ac­quired loans. How­ever, the Ger­man open-ended special AIFs were ex­clu­ded from that ge­ne­ral per­mission. The Finan­cial Committee of the Ger­man Bundes­tag ... (more)

Real Estate and M&A


What we do

We advise on all legal and tax issues in connection with real estate. We advise real estate funds regulated under the German Investment Code as well as foreign non-regulated funds on the structuring of domestic and foreign acquisitions.

Our Experience:

  • Tax due diligence for a commercial real estate acquisition by a German special fund
  • Advising on the allocation of real estate transfer tax on German real estate to a Luxembourg sub-fund
  • Assessing the risk of active entrepreneurial management as part of the investor’s due diligence of a German real estate fund
  • Tax due diligence for a large German real estate portfolio held via a Luxembourg SICAV and German subsidiaries
  • Insurance regulatory advice on a Luxembourg real estate holding structure
  • Tax and legal due diligence for a commercial real estate acquisition by a German municipality as well as full legal advice and support throughout the acquisition transaction

News


Real Estate and M&A
February 14, 2018

In light of the ECJ ruling in "Fiscale Eenheid X", Germany has amended the scope of the VAT exemption for management services of investment funds. As of January 1, 2018 the manage­ment of UCITS within the meaning of Sec. 1 ... (more)

November 21, 2017

The Frankfurt am Main Court of Appeal determined in its decision on 21 June 2017 (17 U 160/16) that a recommendation for an investment in closed-end real estate funds to a charitable foundation, which is subject to the obligation of ... (more)

August 21, 2017

Our partner Carsten Bödecker has been invited as a speaker on investment taxation at the 48th Cologne Real Estate Tax Conference on August 31, 2017. The annual conference, organized by the Fachinstitut der Steuerberater e.V., is on current developments in the taxation ... (more)

Treasury


What we do

We advise corporate treasurers on capital investments in connection with cash and investment management.

We will gladly provide you with further references.

Our Experience:

  • Advice on setting up a cash pooling structure
  • Advice on outsourcing/covering of pension liabilities
  • Advice on tax treatment of hedging instruments
  • Advice on tax balance sheet treatment of fund investments
  • Advice on tax issues in securitization projects

News


Treasury
January 5, 2018

On December 16, 2016, the BaFin presented a draft of the circular relating to the investments of Solvency I insurers and pension funds for public consultation. The final version was recently published with only minor amendments compared to the draft. However, ... (more)

February 29, 2016

We are de­ligh­ted to announce that Legal 500 Ger­many recog­nizes Bö­decker Ernst & Part­ner as a “Leading Firm” for tax. The “very high level of ex­per­tise and un­der­stan­ding of the needs of the clients”, of both name part­ners, Carsten Bö­decker and ... (more)

February 18, 2016

In re­la­tion to the IGA dated May 23, 2013 and the Or­di­nance Re­gu­la­ting the Im­ple­men­ta­tion of FATCA dated July 23, 2014 (Um­set­zungs­ver­ord­nung), the most im­port­ant issue is whether a Ger­man entity quali­fies as a finan­cial insti­tu­tion (FI) or as an active or ... (more)

Insurance


What we do

We advise insurance companies and other regulated investors on tax and regulatory issues on their investments.

Our Experience:

  • Advisory and consulting services on the setup of a Luxembourg Specialized Investment Fund (SIF) in the legal form of an S.C.S. for bundling a German insurance company's capital investments (review and revision of legal documentation, e.g. S.C.S. Agreement, Offering Memorandum of the fund, AIFM Agreement, Depository Agreement, Register and Transfer Agency Agreement, Domicilation Agreement etc.)
  • Tax and legal advice for a loan-issuing debt fund
  • Advice on pooling of capital investments in Luxembourg and German vehicles for several insurance companies in connection with the asset classes of infrastructure, real estate and private equity
  • Advice on side letters upon subscription to a real estate fund by a life insurer
  • Tax advice on structuring of a Luxembourg fund vehicle for German foundations

News


Insurance
January 5, 2018

On December 16, 2016, the BaFin presented a draft of the circular relating to the investments of Solvency I insurers and pension funds for public consultation. The final version was recently published with only minor amendments compared to the draft. However, ... (more)

July 25, 2017

The German Insurance Association (GDV) in cooperation with the German Insurance Academy invite participants to a full-day seminar on tax issues pertaining to investments by insurance companies. Seminars will be held in Cologne on September 12, 2017, in Hamburg on September 18, ... (more)

April 4, 2017

On Wednesday, March 29, 2017, bepartners presented the 5th German-Luxembourg Fund Forum 2017. As in the previous years, we were pleased to welcome numerous guests enjoying the sunny weather at the Golf-Club Grand-Ducal in Luxembourg. Our partners Harald Kuhn and ... (more)

International Taxation


What we do

We advise on cross-border investments and the structuring of international funds.

Our Experience:

  • Structuring of a French SCPI and French FPI for the acquisition of real estate in Germany
  • Structuring of a Luxembourg closed-end fund set up as a partnership investing in Asian real estate
  • Guidance and support for claims for unlawfully levied withholding tax in Germany and other European countries
  • Tax advice for a Luxembourg holding concerning an exemption procedure pursuant para. 50d Income Tax Act
  • Determining the place of management upon cross-boarder outsourcing of portfolio management
  • Determination of the application of the double tax treaty between Luxembourg and the United States to a Luxembourg securisation vehicle

News


International Taxation
February 16, 2018

Shortly after the French anti-abuse rule for the Parent-Subsidiary-Directive was declared void because it was contrary to European law, the German rule is next. In the joined cases C-504/16 (Deister Holding) and C-613/16 (Juhler Holding), the European Court of Justice ... (more)

February 14, 2018

In light of the ECJ ruling in "Fiscale Eenheid X", Germany has amended the scope of the VAT exemption for management services of investment funds. As of January 1, 2018 the manage­ment of UCITS within the meaning of Sec. 1 ... (more)

December 12, 2017

In the current financial year 2017, two fiscal courts confirmed the tax classification of distributions from a Luxembourg SICAV organized as a corporation as dividends under the DTT Luxembourg in the version valid until 2013. The Finance Administration has filed ... (more)

Compliance for Funds


What we do

We advise investment companies, financial service providers and foreign funds on all legal and tax compliance.

Our Experience:

  • Defining the role of an AIFM as compared to that of a general partner of an investment management company under the AIFMD and German Investment Code
  • Supervising and monitoring the audit of several foreign real estate and private equity funds
  • FATCA support, e.g. classification of investment products, and related legal advice
  • Eligibility of shareholder loans as an investment pursuant § 285(3) sentence 2 of the German Capital Investment Code and criteria of the 50 % threshold of § 285(3) sentence 2 of the German Capital Investment Code
  • Regulatory analysis of an investment pool (German Capital Investment Code, German Banking Act)
  • Certification of foreign real estate funds according to Sec. 5 GITA
  • Advised management companies, portfolio managers and investment advisors on marketing and authorization requirements and procedure (with or without application of the EU passport regime, including notification procedures)

News


Compliance for Funds
February 14, 2018

In light of the ECJ ruling in "Fiscale Eenheid X", Germany has amended the scope of the VAT exemption for management services of investment funds. As of January 1, 2018 the manage­ment of UCITS within the meaning of Sec. 1 ... (more)

January 16, 2018

On 21 December, 2017, the German Federal Financial Supervisory Authority ("BaFin") published a guidance paper setting forth the BaFin's view with regard to the assignment of responsibilities of the AIF and the AIFM. Following a public consultation in early 2017, ... (more)

January 9, 2018

The Federal Ministry of Finance has answered some urgent questions raised by the German fund industry in connection with the German Investment Tax Act 2018. In our Newsletter, we highlight some of the comments of the Ministry. Our beinformed published ... (more)