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
  • VAT consulting on investment advisory services to a Luxembourg alternative investment fund investing in German real estate
  • Tax and legal (insurance regulatory) structuring of a Luxembourg real estate fund investing in US real estate

News


Funds and Products
August 16, 2018

In early August, the German government passed draft legislation to prevent VAT losses on trade in goods on the internet and to amend other tax rules and regulations. The preliminary technical drafts for this legislative project carried the working title ... (more)

July 24, 2018

On 16  December 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 eventually published with only minor amendments compared to the draft. However, said ... (more)

June 28, 2018

The German Federal Ministry of Finance published a new draft letter on the application of the Investment Tax Act 2018. In our beinformed we shed some light on the following points: Partial exemption and duties of investors, eligible exchanges and ... (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
August 16, 2018

In early August, the German government passed draft legislation to prevent VAT losses on trade in goods on the internet and to amend other tax rules and regulations. The preliminary technical drafts for this legislative project carried the working title ... (more)

June 28, 2018

The German Federal Ministry of Finance published a new draft letter on the application of the Investment Tax Act 2018. In our beinformed we shed some light on the following points: Partial exemption and duties of investors, eligible exchanges and ... (more)

June 12, 2018

On June 08, 2018, ALFI, the Association of the Luxembourg Fund Industry, hosted this year's German Tour Stop in Frankfurt am Main. The one-day event was titled "Luxembourg: The Global Fund Centre". The following issues were discussed during the conference: Money ... (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
  • VAT consulting on investment advisory services to a Luxembourg alternative investment fund investing in German real estate
  • 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
August 16, 2018

In early August, the German government passed draft legislation to prevent VAT losses on trade in goods on the internet and to amend other tax rules and regulations. The preliminary technical drafts for this legislative project carried the working title ... (more)

August 8, 2018

Friederike Schmidt, a principal at bepartners in Düsseldorf, presented on new structures and developments for inbound German real estate investments by foreign investors at an INREV Forum Call held on July 26, 2018. The presentation included tax consequences under the 2018 ... (more)

August 8, 2018

On 21 June 2018 the German Federal Ministry of Finance has published the Draft Annual Tax Act 2018. If so enacted, capital gains on the sale of shares in real estate rich companies that own German properties will become subject to ... (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
August 16, 2018

In early August, the German government passed draft legislation to prevent VAT losses on trade in goods on the internet and to amend other tax rules and regulations. The preliminary technical drafts for this legislative project carried the working title ... (more)

June 28, 2018

The German Federal Ministry of Finance published a new draft letter on the application of the Investment Tax Act 2018. In our beinformed we shed some light on the following points: Partial exemption and duties of investors, eligible exchanges and ... (more)

February 19, 2018

About five years ago the European Court of Justice (ECJ) stated in an infringement proceeding against Germany (ECJ November 22, 2012 – C-600/10, OJ 2013 C 26/3) that the European Com­mis­sion could not prove a violation of EU law caused by the ... (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
  • Insurance regulatory advice relating to the structuring of a closed-ended real estate fund which targets an international investors group
  • Tax advice on structuring of a Luxembourg fund vehicle for German foundations

News


Insurance
August 16, 2018

In early August, the German government passed draft legislation to prevent VAT losses on trade in goods on the internet and to amend other tax rules and regulations. The preliminary technical drafts for this legislative project carried the working title ... (more)

June 28, 2018

The German Federal Ministry of Finance published a new draft letter on the application of the Investment Tax Act 2018. In our beinformed we shed some light on the following points: Partial exemption and duties of investors, eligible exchanges and ... (more)

June 12, 2018

On June 08, 2018, ALFI, the Association of the Luxembourg Fund Industry, hosted this year's German Tour Stop in Frankfurt am Main. The one-day event was titled "Luxembourg: The Global Fund Centre". The following issues were discussed during the conference: Money ... (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
  • Tax and legal (insurance regulatory) structuring of a Luxembourg real estate fund investing in US 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
August 16, 2018

In early August, the German government passed draft legislation to prevent VAT losses on trade in goods on the internet and to amend other tax rules and regulations. The preliminary technical drafts for this legislative project carried the working title ... (more)

August 8, 2018

Friederike Schmidt, a principal at bepartners in Düsseldorf, presented on new structures and developments for inbound German real estate investments by foreign investors at an INREV Forum Call held on July 26, 2018. The presentation included tax consequences under the 2018 ... (more)

August 8, 2018

On 21 June 2018 the German Federal Ministry of Finance has published the Draft Annual Tax Act 2018. If so enacted, capital gains on the sale of shares in real estate rich companies that own German properties will become subject to ... (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)
  • Changes to the ManRegs of Lux FCP SIF to meet requirements for "Spezial-Investmentfonds 2018"
  • 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
September 10, 2018

The German Federal Tax Court held on April 26, 2018, that fund structuring costs, which are incurred in the investment period of closed-end funds, do not need to be capitalised but instead are tax deductible. This court decision is contrary to ... (more)

August 16, 2018

In early August, the German government passed draft legislation to prevent VAT losses on trade in goods on the internet and to amend other tax rules and regulations. The preliminary technical drafts for this legislative project carried the working title ... (more)

July 24, 2018

On 16  December 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 eventually published with only minor amendments compared to the draft. However, said ... (more)