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
  • Legal advice on the transformation of a Luxembourg special fund of a German pension fund from a FCP into a S.C.S.
  • Reorganization of investment fund for tax-privileged investors pursuant to Section­10 of the German Investment Tax Act 2018
  • 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
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 20, 2018

Our partner Dr. Carsten Bödecker attended this year's manager meeting of the Luxembourg asset management companies of German provenance and spoke about the investment tax reform in hindsight and the advantages Luxembourg offers German fund investors. (more)

June 19, 2018

Earlier this year our partners Dr. Carsten Bödecker and Harald Kuhn contributed to the first edition of "The Comparative Legal Guide to Public Investment Funds 2018", which was published on April 4, 2018. You can find the article on the ... (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
  • Legal and tax due diligence of an interest in an aircraft financing for a private debt 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)

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)

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
  • Insurance regulatory advice on a Luxembourg real estate holding structure
  • 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
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
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
  • Advice on side letters upon subscription to a real estate fund by a life insurer
  • 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)

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)

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
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)

November 9, 2018

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)

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)

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)
  • Tax and legal (insurance regulatory) structuring of a Luxembourg real estate fund investing in US real estate

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)