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 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
February 14, 2024

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

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)

January 30, 2024

In October, the EU Parliament, the Council and the Commission concluded the trilogue negotiations on the AIFMD review. The negotiated text of the draft directive amending the AIFMD and the UCITS Directive is expected to be adopted by the EU ... (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
  • 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

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 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)

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
February 14, 2024

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

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)

December 4, 2023

In August, the Federal Cabinet passed the government draft of the Act on the Financing of Future-Proof Investments (Financing for the Future Act). Among other things, the Act was intended to amend the German Investment Code in order to create ... (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 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

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

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

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
  • Tax Due Diligence of an investment by a German Insurance Group in a world-wide investing IT-Infrastructure Fund
  • Advising a pension fund on the VAT status regarding collection of pension contributions

News


Insurance
February 14, 2024

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

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)

January 30, 2024

In October, the EU Parliament, the Council and the Commission concluded the trilogue negotiations on the AIFMD review. The negotiated text of the draft directive amending the AIFMD and the UCITS Directive is expected to be adopted by the EU ... (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
February 14, 2024

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)

August 11, 2023

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)

July 5, 2023

On March 21, 2023, the German Federal Ministry of Finance published a discussion draft for a law to implement the Directive to ensure a global minimum taxation of multinational groups and large domestic groups in the Union (Mindestbesteuerungsrichtlinie-Umsetzungsgesetz). In this beinformed ... (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
  • Appli­cation for tax free treat­ment of a capital sur­plus repay­ment from a Czech pro­perty hol­ding com­pany to a German Real Estate Fund organized as a Special-Invest­ment-Fund at the German Federal Tax Office
  • 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
July 5, 2023

On March 21, 2023, the German Federal Ministry of Finance published a discussion draft for a law to implement the Directive to ensure a global minimum taxation of multinational groups and large domestic groups in the Union (Mindestbesteuerungsrichtlinie-Umsetzungsgesetz). In this beinformed ... (more)

April 13, 2023

The German 2022 Annual Tax Act will again result in changes for companies that are neither domiciled in Germany nor in the EU if they wish to repay capital to their shareholders in a tax-neutral manner. While the German Federal ... (more)

January 20, 2023

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)