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
  • Assisting a Luxembourg RAIF regarding the NAV calculation for a joint-venture investment under consideration of deferred taxes in Germany
  • VAT advice concerning cross-border distributor structure for a Luxembourg RAIF
  • Legal requirements on cross-border delegation regarding portfolio management
  • Legal advice regarding liability risk for a member of an advisory committee in an English limited partnership

News


Funds and Products
May 17, 2022

With its Decree dated April 26, 2022, the German Federal Ministry of Finance revised its administrative guidelines on the disclosure requirements for foreign investments pursuant to Section 138 (2) of the German Fiscal Code. The Decree replaces the previous decrees dating back to ... (more)

May 17, 2022

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)

April 27, 2022

On March 31, 2022, the German Federal Financial Supervisory Authority published for consultation a draft of the new version of the fact sheet on the prohibition of blind pool constructions in the German Capital Investments Act (Vermögensanlagengesetz). We present the proposed ... (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
October 26, 2021

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)

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)

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)

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
August 17, 2020

The Fiscal Court of Berlin-Brandenburg has ruled in its decision from November 2nd, 2019, that a corporation having its place of business management located outside of Germany can create a per- manent establishment in Germany, solely by providing a German ... (more)

December 6, 2019

In its judgement of May 22nd, 2019 (I R 11/19) the German Federal Tax Court decided that in certain cases the German controlled foreign company (CFC) taxation may violate EU law. The judgement concerned controlled-company income from invested capital (so called Zwischeneinkünfte mit ... (more)

August 13, 2019

On July 31st, 2019, the German federal government published its bill amending the Real Estate Transfer Tax Act. In particular, the draft contains new regulations for the long-discussed tightening of the taxation of share deals with the real estate transfer tax. ... (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
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)

September 4, 2019

In late July, the German federal government published a draft bill on additional tax incentives for electromobility and amendments to other tax provisions. It is basically the omnibus law to be adopted every year (previously referred to simply as 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.)
  • 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
May 17, 2022

With its Decree dated April 26, 2022, the German Federal Ministry of Finance revised its administrative guidelines on the disclosure requirements for foreign investments pursuant to Section 138 (2) of the German Fiscal Code. The Decree replaces the previous decrees dating back to ... (more)

May 17, 2022

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 8, 2022

On November 25, 2021, the European Commission adopted a package of measures to improve the ability of companies to raise capital across the EU and ensure that Europeans obtain the best deals for their savings and investments. All parts of the ... (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
  • Determination of the application of the double tax treaty between Luxembourg and the United States to a Luxembourg securisation vehicle
  • Treatment of interest for crossborder shareholder loans granted to German partnership

News


International Taxation
May 17, 2022

With its Decree dated April 26, 2022, the German Federal Ministry of Finance revised its administrative guidelines on the disclosure requirements for foreign investments pursuant to Section 138 (2) of the German Fiscal Code. The Decree replaces the previous decrees dating back to ... (more)

May 17, 2022

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

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)

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 17, 2022

With its Decree dated April 26, 2022, the German Federal Ministry of Finance revised its administrative guidelines on the disclosure requirements for foreign investments pursuant to Section 138 (2) of the German Fiscal Code. The Decree replaces the previous decrees dating back to ... (more)

May 17, 2022

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)

April 20, 2022

The Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, RCS) recently published a brochure giving notice of a new registration filing formalism for all present and future entries starting April 2022. This new registration filing formalism applies ... (more)