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
April 26, 2023
beinformed: Luxembourg updates its investment law
At the end of March, the Luxembourg Minister of Finance forwarded a bill to the Grand Duchy's parliament, which is intended to modernize Luxembourg's investment law. It provides for amendments to the product laws for SICAR, FIS, FIAR and retail ... (more)
April 26, 2023
Public Investment Funds 2023 – bepartners' article
This year our partners Dr. Carsten Bödecker and Harald Kuhn have once again contributed to the latest edition of the “International Comparative Legal Guide to Public Investment Funds”, which was published on April 13, 2023. You can find the article on ... (more)
April 13, 2023
beinformed: Annual Tax Act 2022 - Official tax filings required for a tax neutral treatment for repayments of capital by Non-EU corporations
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)
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
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)
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)
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
August 16, 2018
beinformed: Proposed amendments to German taxation on investment funds
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
beinformed: German Finance Ministry issues draft letter on the German Investment Tax Act 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
beinformed: Reloaded – Withholding tax on German dividends received by foreign pension funds
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)
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
July 18, 2017
beinformed: Cadbury Schweppes CFC privilege also for non-EU companies?
The German Federal Tax Court decided whether the German CFC rules also apply to foreign companies located outside the European Union. Whereas the German CFC legislation, in the case of companies located within the European Union, provides for an exemption ... (more)
June 27, 2017
beinformed: The Multilateral Instrument of the OECD
In our beinformed dated January 19, 2017, we addressed the multilateral instrument (MLI) of the Organisation for Economic Co-operation and Development (OECD). As a part of the BEPS (Base Erosion and Profit Shifting) project of the OECD, the MLI is meant ... (more)
June 1, 2017
beinformed: First Amendment Legislation to the German 2018 Investment Tax Reform
The German Parliament passed the German Act to Combat Tax Avoidance (Steuerumgehungsbekämpfungsgesetz) at the end of April. The focus of this Act is the fight against the concealment of commercial activities through companies domiciled abroad (see also our beinformed Newsletter ... (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
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)
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)
