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
- Fund structuring of a Luxembourg SICAV for German investors with the target investment agriculture in Angola
News
Funds and Products
September 6, 2023
beinformed: Federal Ministry of Finance on the tax treatment of side pockets
In January of this year, we had reported on the draft of the equitable/fairness and simplification regulation of the German Federal Ministry of Finance with regard to investment funds that segregate illiquid assets into so-called side pockets (our beinformed dated ... (more)>
August 25, 2023
beinformed: Government draft on Future Financing Act - renewable energies on the way
In April, the draft bill of the Act on the Financing of Investments for the Future (Future Financing Act) had been published. We had reported on the amendments to the German Investment Code envisaged therein, which, at least with regard ... (more)>
August 11, 2023
beinformed: Growth Opportunities Act - Planned changes for real estate funds
On July 14, 2023, the draft bill for an act to strengthen growth opportunities, investments and innovations as well as tax simplification and tax fairness (Growth Opportunities Act) was published. The draft for this omnibus bill, which is just under 280 ... (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
March 8, 2017
Top Tax Firm: Finance & Insurance
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
beinformed: Factor’s liability for the VAT in a factored debt
The German Federal Tax Court has decided in its judgement dated December 16, 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 original ... (more)>
March 1, 2016
beinformed: Loan restructuring allowed for German open-ended special AIF
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 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
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)>
August 25, 2023
beinformed: Government draft on Future Financing Act - renewable energies on the way
In April, the draft bill of the Act on the Financing of Investments for the Future (Future Financing Act) had been published. We had reported on the amendments to the German Investment Code envisaged therein, which, at least with regard ... (more)>
August 11, 2023
beinformed: Growth Opportunities Act - Planned changes for real estate funds
On July 14, 2023, the draft bill for an act to strengthen growth opportunities, investments and innovations as well as tax simplification and tax fairness (Growth Opportunities Act) was published. The draft for this omnibus bill, which is just under 280 ... (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
February 11, 2016
beinformed: Reform of the German Investment Tax Act (Investmentsteuergesetz)
On December 16, 2015, the German Ministry of Finance published the draft law on the reform of the German Investment Tax Act (the "Draft"). This commencement of the legislative process follows a six-month discussion with the German investment industry about an ... (more)>
November 2, 2015
ITR Worldtax 2016
We are delighted to announce that ITR Worldtax 2016 recognizes Bödecker Ernst & Partner as a 'Leading Tax firm' in Germany. A client: "I have always been impressed with Bödecker & Ernst's extensive knowledge of both German and US tax ... (more)>
July 8, 2015
Ranking Chambers Europe 2015 - Investment Funds
We are delighted to announce that Chambers Europe 2015 has continued to recommend our name partners, Carsten Bödecker and Carsten Ernst, as ‘Leaders in their Fields’ for ‘Investment Funds: Germany’. Since 1999, Chambers and Partners have been researching the legal ... (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
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)>
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)>
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
May 17, 2022
beinformed: Good things come... – German Federal Ministry of Finance recognizes case law on the treatment of return of capital and repayments of share capital by non-EU corporations
On April 21, 2022, the German Federal Ministry of Finance (Bundesfinanzministerium) published the long-awaited Circular on the treatment of repayments of share capital and equity contributions not made to the share capital by third country (non-EU) corporations. The Ministry thus recognizes ... (more)>
February 1, 2022
beinformed: ATAD 3 – The fight against shell entities
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 ... (more)>
October 26, 2021
beinformed: Combating Tax Havens Act – Paradise Lost (some)
Since the end of 2017, the Council of the European Union has been drawing up a so-called blacklist of non-cooperative tax states. It started as a so-called "name and shame" list, but otherwise had no impact. This changed: the Council ... (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 11, 2023
beinformed: Growth Opportunities Act - Planned changes for real estate funds
On July 14, 2023, the draft bill for an act to strengthen growth opportunities, investments and innovations as well as tax simplification and tax fairness (Growth Opportunities Act) was published. The draft for this omnibus bill, which is just under 280 ... (more)>
August 4, 2023
beinformed: German Real Estate Transfer Tax Reform – A Brief Overview
The German Federal Ministry of Finance has published a discussion draft on the amendment of the German real estate transfer tax. This amendment is in response to the reform of the German Act to Modernize the Law on Partnerships (Gesetz ... (more)>
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)>