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 for a fund sponsor on the setup of a Luxembourg private equity fund of funds for professional and semi-professional investor (advice on, review and revision of fund documentation and service provider agreements)
  • 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
  • Income tax and investment tax analysis for corporations, life and health insurers, and tax-exempt pension funds, which are subject to standard tax treatment and investing in a Luxembourg two-tiered real estate fund structure focusing on the pan-Asian region
  • Avoiding US tax filings by implementing corporate blocker structures with Tax Treaty transparency: tax advice for a German insurance group investing in an infrastructure debt fund focused on US market
  • 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
May 29, 2019

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

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)

April 30, 2019

The European Commission’s aim: To facilitate the cross-border distribution of investment funds. The result: Pre-marketing will be allowed in all member states, but the consequences are severe. Pre-marketing is to be regulated uniformly throughout the EU by a directive 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
June 21, 2016

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

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)

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)

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 structuring advice for the acquisition of a majority stake in a Portuguese property holding company for a German tax-exempt investor via its Luxembourg regulated investment vehicle
  • 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
  • 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
  • Structuring of a Luxembourg AIF for German institutional investors investing in US real estate

News


Real Estate and M&A
November 26, 2018

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)

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)

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 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 balance sheet treatment of fund investments
  • Advice on tax issues in securitization projects

News


Treasury
May 3, 2019

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)

March 6, 2019

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)

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)

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
  • Eligibility of an investment in a Luxembourg two-tier closed-end real estate investment fund structure under the German Investment Regulation (“Anlageverordnung”).
  • Tax advice on structuring of a Luxembourg fund vehicle for German foundations

News


Insurance
April 30, 2019

The European Commission’s aim: To facilitate the cross-border distribution of investment funds. The result: Pre-marketing will be allowed in all member states, but the consequences are severe. Pre-marketing is to be regulated uniformly throughout the EU by a directive and ... (more)

March 19, 2019

With the expiry of March 29, 2019 the United Kingdom of Great Britain and Northern Ireland's membership of the EU will expire unless the EU and the United Kingdom agree on an extension of this deadline. After leaving the EU, or, ... (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)

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
  • Structuring of a Luxembourg AIF for German institutional investors investing in US real estate

News


International Taxation
May 29, 2019

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

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)

March 20, 2019

The taxation of investment funds has been reformed at the beginning of 2018. Our colleague Johannes Recker has elaborated the differences between the Investment Tax Act 2018 compared to the old legislation of the Investment Tax Act 2004. He has ... (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
May 29, 2019

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

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)

March 20, 2019

The taxation of investment funds has been reformed at the beginning of 2018. Our colleague Johannes Recker has elaborated the differences between the Investment Tax Act 2018 compared to the old legislation of the Investment Tax Act 2004. He has ... (more)