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 for a German fund sponsor on the setup of a Luxembourg RAIF investing in the US for professional and semi-professional investors
- Legal and tax advice regarding vehicle choice of a Luxembourg investment platform for a German pension scheme
- VAT advice concerning cross-border distributor structure for a Luxembourg RAIF
- Legal requirements on cross-border delegation regarding portfolio management
- Advising a Luxembourg FCP with German investors regarding characterization as Reverse Hybrid pursuant to ATAD II
News
Funds and Products
October 22, 2024
beinformed: ZuFinG II - New approach for EEG investments in real estate funds
On August 22, 2024, the Federal Ministry of Finance published the draft bill for a Second Act on the Financing of Future-Proof Investments (Zweites Zukunftsfinanzierungsgesetz – ZuFinG II). The aim is to enable real estate funds to supplement their real estate ... (more)
October 22, 2024
beinformed: Financing for the Future Act II - Planned amendments to the German Investment Tax Act
On August 27, 2024, the draft bill for a Financing for the Future Act II (Zweites Zukunftsfinanzierungsgesetz - ZuFinG II) was published. The almost 210-page draft also contains fundamental changes to the German Investment Tax Act, which the Federal Ministry of ... (more)
August 29, 2024
beinformed: German Federal Ministry of Finance has published draft of the Act to Strengthen the Fund Market
On August 5, the German Federal Ministry of Finance published a draft bill to strengthen the fund market. This is primarily intended to transpose Directive (EU) 2024/927 amending the UCITS and AIFM Directives into national law on a one-to-one basis. However, ... (more)
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
- Tax and insurance regulatory advice on the acquisition of an Italian solar park via a promissory note or debenture bond.
- Financing structures of multi-tiered Luxembourg Real Estate Funds
- Legal and tax due diligence of a syndicate participation of a credit fund
News
Finance
October 22, 2024
beinformed: Financing for the Future Act II - Planned amendments to the German Investment Tax Act
On August 27, 2024, the draft bill for a Financing for the Future Act II (Zweites Zukunftsfinanzierungsgesetz - ZuFinG II) was published. The almost 210-page draft also contains fundamental changes to the German Investment Tax Act, which the Federal Ministry of ... (more)
January 30, 2024
beinformed: From growth to promotion law - changes to the interest barrier now in the Secondary Credit Market Promotion Act
In our beinformed dated October 4, 2023, we presented the intended changes to the previous interest rate cap regulations and the introduction of the so-called interest rate cap through the Act to Strengthen Growth Opportunities, Investment and Innovation as well as ... (more)
October 23, 2023
beinformed: Growth Opportunities Act and Interest Barrier – Restricting instead of Growing
The extensive draft (just under 280 pages) for a law to strengthen growth opportunities, investment and innovation as well as tax simplification and tax fairness (Growth Opportunities Act) contains a number of changes that are important for the real estate ... (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 advice on the transfer of a direct investment of a German pension fund (Versorgungswerk) in a German real estate special fund (Immobiliensondervermögen) into a real estate pooling vehicle of such pension fund in the legal form of a German investment limited partnership (Investmentkommanditgesellschaft)
- 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
- Regulatory and tax consulting services for a fund sponsor on establishing a Luxembourg AIF as an asset pooling vehicle for a German corporation under public law
- VAT consulting on investment advisory services to a Luxembourg alternative investment fund investing in German real estate
- Legal and tax due diligence of a US real estate fund for a German occupational pension scheme (Versorgungswerk) including side-letter negotiations
- Structuring of a Luxembourg AIF for German institutional investors investing in US real estate
News
Real Estate and M&A
July 5, 2023
beinformed: Future Financing Act Draft and renewable energies
The draft bill of the Act on the Financing of Investments for the Future (Future Financing Act) was published in April. It also provides for amendments to the German Investment Code (Kapitalanlagegesetzbuch) in order to create certainty, at least in ... (more)
February 3, 2023
beinformed: Qualified Foreign Pension Funds
After almost four years of waiting, the US Treasury Department and the IRS have finally issued Final Regulations with regard to “qualified foreign pension funds” (“QFPF”) and their tax treatment under US tax laws. The Final Regulations provide welcomed guidance ... (more)
January 20, 2023
beinformed: 2022 Annual Tax Act – Amendments to the Investment Tax Act
The 2022 Annual Tax Act, which was passed by the German Federal Council (Bundesrat) on 16 December 2022 (Federal Law Gazette I 2022, 2294), will also result in amendments to the German Investment Tax Act. The aim of the amendments is ... (more)
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 a liquidity portfolio investment in a fund vehicle investing in supplier's short-term credits (Supply Chain Finance)
- Advice on outsourcing/covering of pension liabilities
- Advice on tax treatment of hedging instruments
- Advice on tax accounting of income from investment funds and special-investment funds pursuant to the German Investment Tax Act 2018 and processing of such income in the annual tax returns of institutional investors
- Advice on tax issues in securitization projects
News
Treasury
January 20, 2023
beinformed: 2022 Annual Tax Act – Amendments to the Investment Tax Act
The 2022 Annual Tax Act, which was passed by the German Federal Council (Bundesrat) on 16 December 2022 (Federal Law Gazette I 2022, 2294), will also result in amendments to the German Investment Tax Act. The aim of the amendments is ... (more)
April 15, 2021
beinformed: Transition of ATAD 1 and ATAD 2 into German law – more than 15 months after the first draft, the Federal Government's bill follows
The (EU) 2016/1164 Directive dated July 12, 2016, and the (EU) 2017/952 Directive dated May 29, 2017 (EU Anti-Tax Avoidance Directives or ATAD 1 and ATAD 2), should already have been enacted into national law respectively by December 31, 2018, pursuant to Article 11 ATAD 1, and ... (more)
September 23, 2019
beinformed: German Federal Fiscal Court on "van Caster and van Caster": Amended section 6 of the German Investment Tax Act 2004 on lump sum taxation does not violate EU law
Whether the lump-sum taxation in accordance with section 6 of the German Investment Tax Act 2004 (GITA 2004) violates EU or constitutional law in the absence of the tax bases in accordance with section 5 of the GITA 2004 has ... (more)
Institutional Investors
What we do
We advise pension funds, insurance companies and other institutional 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.)
- Legal advice regarding liability risk for a member of an advisory committee in an English limited partnership
- 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
- Development of a renewable energy concept under tax and investment law for a master fund structure of German pension schemes of the liberal professions
- Advising a pension fund on the VAT status regarding collection of pension contributions
News
Insurance
October 22, 2024
beinformed: Financing for the Future Act II - Planned amendments to the German Investment Tax Act
On August 27, 2024, the draft bill for a Financing for the Future Act II (Zweites Zukunftsfinanzierungsgesetz - ZuFinG II) was published. The almost 210-page draft also contains fundamental changes to the German Investment Tax Act, which the Federal Ministry of ... (more)
July 15, 2024
beinformed: Overdue - Infrastructure Quota in the Investment Regulation
In late June, the Federal Ministry of Labour and Social Affairs and the Federal Ministry of Finance published the ministerial draft of a Second Act to Strengthen Occupational Pensions. Among other things, it provides for amendments to the Regulation on ... (more)
February 14, 2024
beinformed: Final application decree on the Foreign Tax Act reduces the administrative burden of add-back declarations
At the end of last year, the Federal Ministry of Finance published the application decree on the CFC Act. There is positive news to report: (1) Investors, for whom the attributed income does not trigger a tax liability, do not ... (more)
International Taxation
What we do
We advise on cross-border investments and the structuring of international funds.
Our Experience:
- Tax due diligence for an investment in a real estate fund under Luxembourg ATAD 2/DAC 6
- Tax and legal (insurance regulatory) structuring of a Luxembourg real estate fund investing in US real estate
- Tax Due Diligence for an investment of a German Pension Fund in Japanese residential properties via a Luxembourg AIF
- 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
- Advice on the qualification of a German professional pension scheme as a specified widely held entity under Qualified Investor Rules of an Managed Investment Trust investing in Australien real properties
- Examination of the application of German CFC rules to a Luxembourg acquisition and financing structure in US real properties for the German branch of a European insurance group
News
International Taxation
March 6, 2019
beinformed: Tax privileged dividends from a Luxembourg SICAV despite Bondstripping under DBA Lux applicable until 2013
Last week, the Düsseldorf Fiscal Court published a decision in which it again classifies distributions from a Luxembourg SICAV organised as a corporation as qualifying intercompany dividends to be exempted in Germany under the old DBA Luxembourg applicable until 2013 ... (more)
November 26, 2018
beinformed: Exit tax consequences due to changes of double tax treaties
Most of the recently enacted German double tax treaties include a clause for real estate-rich companies in the article on capital gains. Under this clause, capital gains from the alienation of shares deriving more than 50 percent of their value from ... (more)
November 9, 2018
Fund Structuring – Technical Tax Considerations
This INREV one-day course provided delegates with a practical understanding of tax and legal aspects that need to be taken into consideration when structuring a new vehicle. Participants acquired a good understanding of the key tax and legal drivers of ... (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
- Second Review of a Tax Structure Report for German institutional investors in a Luxembourg-based alternative investment fund with investments in the Asia-Pacific region
- 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
August 12, 2019
beinformed: Circular of the Federal Ministry of Finance on the German Investment Tax Act 2018
On May 21, 2019, the Federal Ministry of Finance published a Circular on sec. 1 - 24, sec. 50 and sec. 56 of the German Investment Tax Act (BMF May 21, 2019, BStBl. I 2019, 527). With this publication, the administrative regulations on investment ... (more)
May 29, 2019
beinformed: Non-UK Public Service Pension Scheme Entitled to UK Tax Exemption on Rental Income
The UK First-Tier Tribunal Tax Chamber found that a German pension scheme was eligible for an income tax exemption in the UK even though it could not register as a public service pension scheme in the UK, because it had ... (more)
May 3, 2019
beinformed: Partial write-downs to secondary market value for shares of permanently closed open-ended real estate funds
Open-ended real estate funds, which experienced liquidity difficulties in the wake of the financial market crisis and ultimately had to be wound up as a result, have permanently stopped issuing and redeeming their shares. They are therefore referred to as ... (more)
