This document discusses using Luxembourg in international structures. It notes Luxembourg's central location in Europe, status as a top financial center, multi-cultural workforce, and favorable tax environment. It then provides details on typical structures like holding companies, financing companies using hybrid instruments, and intra-group financing activity. Structures are shown to benefit from participation exemption, reduced withholding taxes, and interest deductions.
One of the fundamental features of GST is the seamless flow of input credit across the chain and across the country for supply of Goods or Services. Know more about ITC under GST at https://cleartax.in/s/gst-input-tax-credit/
De BVBA van actrice Nathalie Meskens heeft een zeer goed boekjaar 2017 achter de rug. Door de stevige winst kon het eigen vermogen van de vennootschap versterkt worden.
Deferred Tax,
By: Mahima Pahwa (IBS Gurgaon)
Differences between Accounting Income and Taxable Income
TYPES OF DEFERRED TAX
DEFERRED TAX LIABILITY
FINANCIAL STATEMENTS PRESENTATION
Adjudication and Appeals provisions under GST. Includes provisions as per Chapter XVIII of CGST Act, 2017 together with Chapter XIII of CGST Rules, 2017.
07. payment of tax before assessment ICAB, KL, Study Manual
07. payment of tax before assessment ICAB, KL, Study Manual
07. payment of tax before assessment ICAB, KL, Study Manual
07. payment of tax before assessment ICAB, KL, Study Manual
07. payment of tax before assessment ICAB, KL, Study Manual
With the onset of higher personal tax rates, more complex rules on the tax deductibility of interest and an election round the corner, now is the time to be thinking about structuring your tax affairs.
BDO ran a seminar for private equity executives that demonstrated:
- How to structure your fund
- How to plan during the life of your fund
- Latest techniques for structuring transactions
- Minimising VAT leakage
Find out more in the slides of the presentation.
One of the fundamental features of GST is the seamless flow of input credit across the chain and across the country for supply of Goods or Services. Know more about ITC under GST at https://cleartax.in/s/gst-input-tax-credit/
De BVBA van actrice Nathalie Meskens heeft een zeer goed boekjaar 2017 achter de rug. Door de stevige winst kon het eigen vermogen van de vennootschap versterkt worden.
Deferred Tax,
By: Mahima Pahwa (IBS Gurgaon)
Differences between Accounting Income and Taxable Income
TYPES OF DEFERRED TAX
DEFERRED TAX LIABILITY
FINANCIAL STATEMENTS PRESENTATION
Adjudication and Appeals provisions under GST. Includes provisions as per Chapter XVIII of CGST Act, 2017 together with Chapter XIII of CGST Rules, 2017.
07. payment of tax before assessment ICAB, KL, Study Manual
07. payment of tax before assessment ICAB, KL, Study Manual
07. payment of tax before assessment ICAB, KL, Study Manual
07. payment of tax before assessment ICAB, KL, Study Manual
07. payment of tax before assessment ICAB, KL, Study Manual
With the onset of higher personal tax rates, more complex rules on the tax deductibility of interest and an election round the corner, now is the time to be thinking about structuring your tax affairs.
BDO ran a seminar for private equity executives that demonstrated:
- How to structure your fund
- How to plan during the life of your fund
- Latest techniques for structuring transactions
- Minimising VAT leakage
Find out more in the slides of the presentation.
This powerpoint describes the advantages for choosing Luxembourg as your prime location in Europe for your cross border business, alternative investments and wealth management needs. Luxembourg is a respected juridisction in the fund industry with new market niches gaining strategic importante like IT, IP, Logistics.
Keywords: Luxembourg, SOPARFI, SIF, SICAR, SPF, UCITS, Alternative Investments, Private Equity, Venture Capital, Real Estate, REIF, Funds, Hedge Funds, Securitization, SPV´s, Holdings, International Tax planning, Tax Optimization, Wealth Management, Private Banking, Start Ups, Intelectual Property
Workshop for Eindhoven Startups Foundation about Starting as a Private Limited Liability Company (besloten vennootschap, B.V.) in the Netherlands
Questions? Contact me by:
Phone: +31 (0)40 244 42 88
Email: info@dewert.nl
Twitter: @jurgenvdsande
Eversheds CREATE Workshop #1: Real estate holding structuresEversheds Sutherland
Corporate Real Estate Academy Training at Eversheds (CREATE) is a series of workshops designed to further your knowledge of indirect real estate and corporatised real estate transactions.
CREATE Workshop #1: Real Estate Holding Structures explored:
• typical structures used for holding real estate and real estate joint ventures
• why each structure is used and by whom
• trends and how the status quo is changing
The Belgian investment climate - Main tax featuresLoyens & Loeff
The aim of this booklet is to high-light the crucial features of doing business in Belgium together with a snapshot of the main tax features. It also gives sufficient background to facilitate communications with tax counsel in Belgium.
The Loyens & Loeff series on Investment Climate consists of four separate booklets, one for each of our home markets: the Netherlands, Belgium, Luxembourg and Switzerland.
On 4th June 2015 the IBSA held a workshop on Developing Strategies for International Business.
Presentations: Global Economic Outlook; Treaty Access Limitations; Business Tax Incentives; Transfer Pricing & the Profit Split Method; The Post-Election Landscape for SMEs with Global Interests
Speakers: Jon Wingent (Close Brothers); Roy Saunders (IFS Consultants); Bernhard Gilbey (Squire Patton Boggs); Dr Emmanuel Llinares and Amanda Pletz (NERA Economic Consulting); Philip Baker QC (Field Court Tax Chambers).
Transfer pricing is currently the biggest tax issue facing multinational businesses.
Today, transfer pricing has become much more than a matter of compliance for corporate taxpayers. It is currently the biggest tax issue facing multinational businesses as tax authorities seek to establish and enforce new guidelines and regulations.
Private Equity at INSEAD - practitioner lecture by Antoine SAGEAntoine SAGE
Private Equity practitioner lecture for the INSEAD MBA15J class on Feb 2015. MAACS course of Pr. Philipp MEYER-DOYLE.
>Private Equity fund
>Buyout focus
>PE vs Trade
Slides in PDF are available at http://bit.ly/1BWC7Jq
Spreasheet illustration is available at http://bit.ly/1xo46iL
Animated version is available at http://bit.ly/1LP7pu0
Enjoy.
Slides from IBSA Webinar - Double Tax Treaties: Asia & Europe which took place on 18 September 2014, presented by John Timpany of KPMG China and Roy Saunders of IFS Consultants. To view the webinar on demand, please visit our Bright Talk Channel at https://www.brighttalk.com/channel/11641
We will first look at the world trading system as it has evolved under the General Agreement on Tariffs and Trade (GATT) and the establishment ot a permanent international institution known as the World Trade Organization (WTO).
Dutch tax saving possibilities for Ukrainian MNC’s. Juan TeltingICF Legal Service
Голландские компании в налоговом планировании. Как это работает. Организация substance (реального присутствия) в Нидерландах. Использование нидерландских компаний в международной торговле.
Juan Telting (STP Tax Lawyers. Netherlands)
MCI CLT Dutch Holding Structures EN (2021.03)Martin Kraeter
The various options of the Dutch Corporate Law with regards to Holding Structures. Reflecting on:
Dutch Participation (Deelnemingsvrijstelling)
Holding Subsidiaries
Tax Treaty Network
EU Withholding Tax Exemption
Dutch Finance Company (DFC)
Dutch Cooperative (DCOOP)
Stichting & STAK
Hybrid Holding
Presentation by: David Bradbury (OECD, Head, Tax Policy and Statistics Division)
OECD Conference on wealth inequalities: Measurement and policies
Paris, 26 April 2018.
Plymouth - Essential 6-monthly Finance Directors' Update – Nov/Dec 2016 PKF Francis Clark
Our six-monthly Finance Seminars provide a high level overview of the most important technical developments in financial reporting and taxation. The seminars address the key topical financial matters, the opportunities they present, how they affect your business and the pitfalls you can avoid.
Taunton - Essential 6-monthly Finance Directors' Update – Nov/Dec 2016PKF Francis Clark
Our six-monthly Finance Seminars provide a high level overview of the most important technical developments in financial reporting and taxation. The seminars address the key topical financial matters, the opportunities they present, how they affect your business and the pitfalls you can avoid.
Exeter - Essential 6-monthly Finance Directors' Update – Nov/Dec 2016 PKF Francis Clark
Our six-monthly Finance Seminars provide a high level overview of the most important technical developments in financial reporting and taxation. The seminars address the key topical financial matters, the opportunities they present, how they affect your business and the pitfalls you can avoid.
In this webinar, our Managing Partner Frederico Gouveia e Silva presents the advantages of Malta as a competitive location for the management of international operations such as trading, holding, trusts and foundations, intellectual property and shipping.
OECD webinar: Better design of taxes on personal savings and wealth to suppor...OECDtax
Taxes are among the most effective tools governments have for reducing inequalities and bringing about more inclusive growth. Two new OECD reports released on 12 April 2018 assess how governments are using the taxation of personal savings and wealth and offer recommendations for more effective and more efficient tax policy.
OECD’s head of Tax Policy and Statistics David Bradbury, Senior Tax Economist Alastair Thomas and Tax Economist Sarah Perret presented the findings and answered questions.
Similar to Using luxembourg in international structures (20)
BDO Ukraine brochure"Professional search in finance and tax" english versionBDO Ukraine LLC
Audit and consulting firm BDO in Ukraine is pleased
to announce that its portfolio of advisory services
has been extended to new direction - recruiting of
financial sector specialists, professional testing
and psychological assessment
Аудиторско-консалтинговая компания BDO в
Украине рада объявить о расширении линейки
консалтинговых услуг новым направлением –
рекрутинг финансовых специалистов, профессиональное тестирование и психологическая
оценка.
Международная сеть BDO уже много лет
выделяет спортивную отрасль, как одну из
приоритетных. Наши специалисты имеют
значительный опыт работы в этой узкой
сфере деятельности, что включает в себя
сотрудничество со знаменитыми спортивными
организациями.
В данной брошюре мы предлагаем вам
ознакомиться с услугами, которые
предоставляет BDO для спортивных
организаций
Turin Startup Ecosystem 2024 - Ricerca sulle Startup e il Sistema dell'Innov...Quotidiano Piemontese
Turin Startup Ecosystem 2024
Una ricerca de il Club degli Investitori, in collaborazione con ToTeM Torino Tech Map e con il supporto della ESCP Business School e di Growth Capital
The Evolution of Non-Banking Financial Companies (NBFCs) in India: Challenges...beulahfernandes8
Role in Financial System
NBFCs are critical in bridging the financial inclusion gap.
They provide specialized financial services that cater to segments often neglected by traditional banks.
Economic Impact
NBFCs contribute significantly to India's GDP.
They support sectors like micro, small, and medium enterprises (MSMEs), housing finance, and personal loans.
BYD SWOT Analysis and In-Depth Insights 2024.pptxmikemetalprod
Indepth analysis of the BYD 2024
BYD (Build Your Dreams) is a Chinese automaker and battery manufacturer that has snowballed over the past two decades to become a significant player in electric vehicles and global clean energy technology.
This SWOT analysis examines BYD's strengths, weaknesses, opportunities, and threats as it competes in the fast-changing automotive and energy storage industries.
Founded in 1995 and headquartered in Shenzhen, BYD started as a battery company before expanding into automobiles in the early 2000s.
Initially manufacturing gasoline-powered vehicles, BYD focused on plug-in hybrid and fully electric vehicles, leveraging its expertise in battery technology.
Today, BYD is the world’s largest electric vehicle manufacturer, delivering over 1.2 million electric cars globally. The company also produces electric buses, trucks, forklifts, and rail transit.
On the energy side, BYD is a major supplier of rechargeable batteries for cell phones, laptops, electric vehicles, and energy storage systems.
how can i use my minded pi coins I need some funds.DOT TECH
If you are interested in selling your pi coins, i have a verified pi merchant, who buys pi coins and resell them to exchanges looking forward to hold till mainnet launch.
Because the core team has announced that pi network will not be doing any pre-sale. The only way exchanges like huobi, bitmart and hotbit can get pi is by buying from miners.
Now a merchant stands in between these exchanges and the miners. As a link to make transactions smooth. Because right now in the enclosed mainnet you can't sell pi coins your self. You need the help of a merchant,
i will leave the telegram contact of my personal pi merchant below. 👇 I and my friends has traded more than 3000pi coins with him successfully.
@Pi_vendor_247
USDA Loans in California: A Comprehensive Overview.pptxmarketing367770
USDA Loans in California: A Comprehensive Overview
If you're dreaming of owning a home in California's rural or suburban areas, a USDA loan might be the perfect solution. The U.S. Department of Agriculture (USDA) offers these loans to help low-to-moderate-income individuals and families achieve homeownership.
Key Features of USDA Loans:
Zero Down Payment: USDA loans require no down payment, making homeownership more accessible.
Competitive Interest Rates: These loans often come with lower interest rates compared to conventional loans.
Flexible Credit Requirements: USDA loans have more lenient credit score requirements, helping those with less-than-perfect credit.
Guaranteed Loan Program: The USDA guarantees a portion of the loan, reducing risk for lenders and expanding borrowing options.
Eligibility Criteria:
Location: The property must be located in a USDA-designated rural or suburban area. Many areas in California qualify.
Income Limits: Applicants must meet income guidelines, which vary by region and household size.
Primary Residence: The home must be used as the borrower's primary residence.
Application Process:
Find a USDA-Approved Lender: Not all lenders offer USDA loans, so it's essential to choose one approved by the USDA.
Pre-Qualification: Determine your eligibility and the amount you can borrow.
Property Search: Look for properties in eligible rural or suburban areas.
Loan Application: Submit your application, including financial and personal information.
Processing and Approval: The lender and USDA will review your application. If approved, you can proceed to closing.
USDA loans are an excellent option for those looking to buy a home in California's rural and suburban areas. With no down payment and flexible requirements, these loans make homeownership more attainable for many families. Explore your eligibility today and take the first step toward owning your dream home.
when will pi network coin be available on crypto exchange.DOT TECH
There is no set date for when Pi coins will enter the market.
However, the developers are working hard to get them released as soon as possible.
Once they are available, users will be able to exchange other cryptocurrencies for Pi coins on designated exchanges.
But for now the only way to sell your pi coins is through verified pi vendor.
Here is the telegram contact of my personal pi vendor
@Pi_vendor_247
Currently pi network is not tradable on binance or any other exchange because we are still in the enclosed mainnet.
Right now the only way to sell pi coins is by trading with a verified merchant.
What is a pi merchant?
A pi merchant is someone verified by pi network team and allowed to barter pi coins for goods and services.
Since pi network is not doing any pre-sale The only way exchanges like binance/huobi or crypto whales can get pi is by buying from miners. And a merchant stands in between the exchanges and the miners.
I will leave the telegram contact of my personal pi merchant. I and my friends has traded more than 6000pi coins successfully
Tele-gram
@Pi_vendor_247
how to sell pi coins at high rate quickly.DOT TECH
Where can I sell my pi coins at a high rate.
Pi is not launched yet on any exchange. But one can easily sell his or her pi coins to investors who want to hold pi till mainnet launch.
This means crypto whales want to hold pi. And you can get a good rate for selling pi to them. I will leave the telegram contact of my personal pi vendor below.
A vendor is someone who buys from a miner and resell it to a holder or crypto whale.
Here is the telegram contact of my vendor:
@Pi_vendor_247
Even tho Pi network is not listed on any exchange yet.
Buying/Selling or investing in pi network coins is highly possible through the help of vendors. You can buy from vendors[ buy directly from the pi network miners and resell it]. I will leave the telegram contact of my personal vendor.
@Pi_vendor_247
what is the best method to sell pi coins in 2024DOT TECH
The best way to sell your pi coins safely is trading with an exchange..but since pi is not launched in any exchange, and second option is through a VERIFIED pi merchant.
Who is a pi merchant?
A pi merchant is someone who buys pi coins from miners and pioneers and resell them to Investors looking forward to hold massive amounts before mainnet launch in 2026.
I will leave the telegram contact of my personal pi merchant to trade pi coins with.
@Pi_vendor_247
how to sell pi coins in all Africa Countries.DOT TECH
Yes. You can sell your pi network for other cryptocurrencies like Bitcoin, usdt , Ethereum and other currencies And this is done easily with the help from a pi merchant.
What is a pi merchant ?
Since pi is not launched yet in any exchange. The only way you can sell right now is through merchants.
A verified Pi merchant is someone who buys pi network coins from miners and resell them to investors looking forward to hold massive quantities of pi coins before mainnet launch in 2026.
I will leave the telegram contact of my personal pi merchant to trade with.
@Pi_vendor_247
What website can I sell pi coins securely.DOT TECH
Currently there are no website or exchange that allow buying or selling of pi coins..
But you can still easily sell pi coins, by reselling it to exchanges/crypto whales interested in holding thousands of pi coins before the mainnet launch.
Who is a pi merchant?
A pi merchant is someone who buys pi coins from miners and resell to these crypto whales and holders of pi..
This is because pi network is not doing any pre-sale. The only way exchanges can get pi is by buying from miners and pi merchants stands in between the miners and the exchanges.
How can I sell my pi coins?
Selling pi coins is really easy, but first you need to migrate to mainnet wallet before you can do that. I will leave the telegram contact of my personal pi merchant to trade with.
Tele-gram.
@Pi_vendor_247
what is the future of Pi Network currency.DOT TECH
The future of the Pi cryptocurrency is uncertain, and its success will depend on several factors. Pi is a relatively new cryptocurrency that aims to be user-friendly and accessible to a wide audience. Here are a few key considerations for its future:
Message: @Pi_vendor_247 on telegram if u want to sell PI COINS.
1. Mainnet Launch: As of my last knowledge update in January 2022, Pi was still in the testnet phase. Its success will depend on a successful transition to a mainnet, where actual transactions can take place.
2. User Adoption: Pi's success will be closely tied to user adoption. The more users who join the network and actively participate, the stronger the ecosystem can become.
3. Utility and Use Cases: For a cryptocurrency to thrive, it must offer utility and practical use cases. The Pi team has talked about various applications, including peer-to-peer transactions, smart contracts, and more. The development and implementation of these features will be essential.
4. Regulatory Environment: The regulatory environment for cryptocurrencies is evolving globally. How Pi navigates and complies with regulations in various jurisdictions will significantly impact its future.
5. Technology Development: The Pi network must continue to develop and improve its technology, security, and scalability to compete with established cryptocurrencies.
6. Community Engagement: The Pi community plays a critical role in its future. Engaged users can help build trust and grow the network.
7. Monetization and Sustainability: The Pi team's monetization strategy, such as fees, partnerships, or other revenue sources, will affect its long-term sustainability.
It's essential to approach Pi or any new cryptocurrency with caution and conduct due diligence. Cryptocurrency investments involve risks, and potential rewards can be uncertain. The success and future of Pi will depend on the collective efforts of its team, community, and the broader cryptocurrency market dynamics. It's advisable to stay updated on Pi's development and follow any updates from the official Pi Network website or announcements from the team.
US Economic Outlook - Being Decided - M Capital Group August 2021.pdfpchutichetpong
The U.S. economy is continuing its impressive recovery from the COVID-19 pandemic and not slowing down despite re-occurring bumps. The U.S. savings rate reached its highest ever recorded level at 34% in April 2020 and Americans seem ready to spend. The sectors that had been hurt the most by the pandemic specifically reduced consumer spending, like retail, leisure, hospitality, and travel, are now experiencing massive growth in revenue and job openings.
Could this growth lead to a “Roaring Twenties”? As quickly as the U.S. economy contracted, experiencing a 9.1% drop in economic output relative to the business cycle in Q2 2020, the largest in recorded history, it has rebounded beyond expectations. This surprising growth seems to be fueled by the U.S. government’s aggressive fiscal and monetary policies, and an increase in consumer spending as mobility restrictions are lifted. Unemployment rates between June 2020 and June 2021 decreased by 5.2%, while the demand for labor is increasing, coupled with increasing wages to incentivize Americans to rejoin the labor force. Schools and businesses are expected to fully reopen soon. In parallel, vaccination rates across the country and the world continue to rise, with full vaccination rates of 50% and 14.8% respectively.
However, it is not completely smooth sailing from here. According to M Capital Group, the main risks that threaten the continued growth of the U.S. economy are inflation, unsettled trade relations, and another wave of Covid-19 mutations that could shut down the world again. Have we learned from the past year of COVID-19 and adapted our economy accordingly?
“In order for the U.S. economy to continue growing, whether there is another wave or not, the U.S. needs to focus on diversifying supply chains, supporting business investment, and maintaining consumer spending,” says Grace Feeley, a research analyst at M Capital Group.
While the economic indicators are positive, the risks are coming closer to manifesting and threatening such growth. The new variants spreading throughout the world, Delta, Lambda, and Gamma, are vaccine-resistant and muddy the predictions made about the economy and health of the country. These variants bring back the feeling of uncertainty that has wreaked havoc not only on the stock market but the mindset of people around the world. MCG provides unique insight on how to mitigate these risks to possibly ensure a bright economic future.
3. Luxembourg : General considerations
Central position in the heart of Europe
Top level financial center
2nd in the World for domiciled funds
(behind the United States)
Multi-cultural and expert workforce
Highly qualitative infrastructure and
good logistical network
Supportive and welcoming authorities
Favorable tax environment
Economic, social and political stability
ensuring a secure legal and tax
framework
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 3
5. Luxembourg fund industry at a glance
3 705 Investment funds
13 030 fund units
€ 2,208 billion in Assets under Management
More than 46 000 distribution agreements for Luxembourg
UCITS
Figures as at February 28, 2011 – Sources: ALFI / CSSF / LuxembourgforFinance
6. Luxembourg investment funds :a unique brand
Luxembourg market share of foreign funds registered for
sale
Sweden 75%
Germany 70%
South Korea 100%
Switzerland 73%
France 72%
Japan 62%
Taiwan 76%
Bahrain 81%
Hong Kong 78%
Peru 93%
Singapore 74%
Chile 79%
Sources: LuxembourgforFinance
7. Luxembourg : a favorable tax environment
No withholding tax on royalties, interest & liquidation proceeds
No withholding tax on dividends paid to tax treaty corporation if 10%
shareholding or acquisition price > € 1.2m. and 12 months holding period
Maximum withholding tax on dividends : 15%
Participation exemption : total exemption for dividends and capital gains
income if 10% shareholding or acquisition price of € 1.2 m. for dividends / €
6m. for capital gains and 12 months holding period
An 80% exemption for net income deriving from certain IP rights and capital
gains realized on the sale of IP
No or minor taxation upon exit or refinancing strategy
No CFC rules
Access to EU Directives (Parents/Subsidiary, Interest/Royalties, and Merger
Directives)
64 double tax treaties (latest treaties : Hong Kong, Bahrain, Qatar, ...)
Lowest VAT rate in the European Union (standard rate : 15%)
Ruling practice and stable law environment
Page 7
8. Luxembourg DDT network
01. Austria
11. Finland
21. Italy
35. Portugal
44. Sweden
59. Cyprus
72. Serbia
02. Azerbaijan
12. France
24. Latvia
36. Romania
45. Switzerland
61. Albania
74. Armenia
03. Belgium
13. Germany
25. Lithuania
37. Russia
49. Turkey
62. Kazakhstan
75. Ukraine
05. Bulgaria
14. Greece
27. Malta
38. San Marino
50. UK
64. Kyrgyzstan
17
Brazil
Canada
Mexico
Trinidad & Tobago
United States
9
32
3
40
45
1
57
51
38
72
60. Argentina
68. Barbados
44
33
6
04.
06.
29.
47.
51.
08. Czech Rep.
16. Hungary
32. Netherlands
40. Slovakia
52. Uzbekistan
66. Liechtenstein
19
12
35
31
43
34
8
75
16
41 36
66
69
21
14
5
62
55
49 74
30
52
2
23
7
70
73
63
67
68
47
64
48 27
61
29
56
54
15
46
58
53
71
26
39
65
Double tax treaties in force
(Bahrain, UAE, Qatar)
Double tax treaties pending
(Kuwait, Saudi Arabia, Lebanon, Syria)
59
20
4
28
No double tax treaty
10. Estonia
19. Ireland
34. Poland
43. Spain
57. Moldavia
69. Monaco
37
11 10
24
25
13
50
09. Denmark
17. Iceland
33. Norway
41. Slovenia
55. Georgia
67. Macedonia
42
60
Sources: LuxembourgforFinance
18
22
20.
28.
31.
56.
42.
48.
54.
58.
71.
Israel
Mauritius
Morocco
U.A.E.
South Africa
Tunisia
India
Bahrain
Qatar
63.
65.
70.
73.
Kuwait
Lebanon
Pakistan
Syria
9. Tax treaty
No tax treaty currently in force with Ukraine
Treaty voted in Luxembourg in 2001
Page 9
11. Typical Structures:
Private wealth management company (SPF)
Investments in securities
Indiv or HoldCo
•
Capital
Lux SPF
Dividends,
interest, etc
Securities of any
kind
Page 11
•
Not subject to any tax in Luxembourg (only
registration duty of 0,25% of the share capital)
•
Dividends
Directly or indirectly (through patrimonial vehicle)
held by a limited number of private shareholders
No withholding tax on dividends paid without
condition
•
Does not enjoy the benefits of the EU Directives
or DTTs
•
Cannot grant remunarated loans
12. Typical Structures: Holding (SOPARFI)
EU or non-EU Subsidiaries
HoldCo
(DTT country)
No withholding tax on dividends paid to tax treaty
parent company if :
- 10% ownership or acquisition price of EUR 1.2m
- 12 month holding period
•
Capital
•
Full exemption on incoming dividends and capital
gains (participation exemption regime) if
- 10% ownership or acquisition price > € 1.2m
(dividends)/ € 6m (capital gains)
- 12 month holding period
- If EU subsidiary subject to tax or non EU sub.
taxed at an effective rate > 10,5%
•
In general, no or low foreign withholding tax on
incoming dividends from EU/ non-EU subsidiaries
pursuant to EU Directive and tax treaties
Dividends
LuxCo
Capital
Dividends
EU / non-EU
Page 12
13. Financing Luxembourg entities
Typical Structures: Holding & Financing
Optimization through use of hybrid Instruments
Tracking
hybrid
loans
ParentCo
Capital
Dividends
LuxCo
Loan
Capital
Dividends
Foreign Subs
Page 13
Description:
• Parent funds LuxCo with an hybrid instrument
• Hybrid instrument is equity for Parent tax purposes
and debt for LuxCo tax purposes
• LuxCo uses proceeds to fund subs or to acquire assets
Benefits:
• Income on hybrid loan treated as tax deductible
interest expense at level of LuxCo
• Only taxation of small spread at the level of LuxCo
(subject to confirmation of the Luxembourg tax
authorities based on TP study)
• No withholding tax from LuxCo to Parent
• Certainty through tax clearance
14. Financing Luxembourg entities
Typical Structures: Hybrid instruments
Debt qualification in Luxembourg
Debt qualification in Luxembourg if :
LuxCo
Assets
Assets
Assets
Page 14
Interest /
dividend
Variable interest based on profits before tax
•
No stapling provision
No entitlement to voting rights
•
Preferably not convertible into shares
•
Capital
(Low) Interest rate accruing even in case of
losses
•
Hybrid
instrument
•
•
Foreign Entity
No entitlement to participation in liquidation
proceeds or hidden reserves,
•
Short term (i.e. <49 years)
•
Ranking prior to capital
No single factor is decisive. A comprehensive
analysis is required. Tax agreement needed to
secure tax treatment in Luxembourg
15. Financing Luxembourg entities
Typical Structures: Hybrid instruments
Debt qualification in Luxembourg
Tested Hybrid Instruments (treated as debt for
Luxembourg tax purposes) :
Foreign Entity
Hybrid
instrument
Interest /
dividend
LuxCo
•
Profit Participating Loan (“PPL”) / Asset linked
note (“ALN”)
Used to repatriate income to an investment fund (real estate
investment fund, private equity fund, …), a private holding
company, …
•
•
Convertible Loan Note (“CLN”)
Preferred Equity Certificates (“PEC") or
Convertible Preferred Equity Certificates
(“CPEC”)
Treated as debt in commercial balance sheet. Used mainly
to repatriate income to the USA
Assets
Assets
Assets
Page 15
•
Mandatory Redeemable Preference Shares
(“MRPS”)
Treated as capital in commercial balance sheet but debt for
tax purposes. Allows to show a strong balance sheet
(important when third party funding is required). Tried and
tested with Canada and Sweden.
16. Typical Structures: Hybrid instruments
Convertible Preferred Equity Certificates
ForeignCo
CPEC
Capital
Dividends
LuxCo
Loan
Capital
Op COs
Page 16
Dividends
Background:
• Yield under CPEC linked to profitability of underlying
investments. Very low taxable margin in Luxembourg.
• Conversion feature allowing increase in the fair value of the
instrument if appreciation of underlying investments
• CPEC treated as equity in US / debt for Luxembourg tax
purposes
Benefits:
• Tax deduction in Luxembourg as interest accrue (no
obligation to pay the yield before exit)
• No Lux WHT on interest payments
• Exit strategy :
- no conversion but buy-back at the greater of FMV (of the
shares at the time of the conversion) or principal amount
- offset of taxable gain on investment by loss from buyback of instrument
- No Luxembourg WHT
• Not subject to US tax until repatriation
• Debt push down to OpCos without incurring US taxable
income
17. Typical Structures: Hybrid instruments
Mandatory Redeemable Preference Shares
Main characteristics:
ForeignCo
MRPS
Dividends
LuxCo
Loan
Capital
Dividends
Foreign Subs
• Shares from legal perspective (debt for Lux. tax).
Dividend distribution decided by AGM
• No (or very limited) voting rights
• Mandatory redemption at end of a fixed term (max. 10
years)
• Redeemable at option of issuer at any time
• Preferential right to reimbursement at maturity
• Fixed and/or variable preferred cumulative dividend
• No participation in net profits realized by the company in
liquidation but participation in liquidation gain of
determined activity or asset possible
• MRPS may not represent more than half of share capital
(share premium excluded). Ratio of 50/50 constitutes a
legal requirement (voting shares/non voting shares) but
most part of the MRPS financing can be made by an
increase of the share premium account
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 17
18. Typical Structures: Financing activity
Intragroup financing activity – Transfer Pricing Circulars
Parent Co
Loan
Third Party
Capital
LuxCo
Loan
Capital
Subsidiary
Page 18
Loan
Background:
• Conditions to be met in order to obtain a binding
APA from the Luxembourg tax authorities
• APA obtained before 28.01.2011 were valid until
01.01.2012
Considerations :
• Equity at risk : lesser of 1% or EUR 2 mio
• Level of substance in Luxembourg
• TP study in line with the OECD guidelines (not
mandatory but the Luxembourg tax authorities
may challenge the remuneration earned by the
taxpayer in absence of such documentation)
19. Typical Structures: Financing activity
Bonds issued through Luxembourg
Dutch Stichting
Bond
Investors
Loan
LuxCo
Interest
No withholding tax on interest paid by LuxCo
If orphan structure : not subject to Luxembourg TP rules
Page 19
Interest
Beneficiary
Company
20. Other repatriation technique
Repatriation through share buy-backs
Luxembourg tax consideration:
• Redemption of entire class of shares followed by
cancelation is not subject to withholding tax
• Disposal by non residents of important (10%)
shareholding in a LuxCo more than 6 months after
acquisition is not taxable
ParentCo
Up to 10
classes of
shares
Other considerations:
LuxCo
Capital
Op CO
Op CO
Op CO
Op CO
• Max 10 classes of shares
• Classes of shares should not track the yearly
income
• Fair market value of shares depends on all assets
and liabilities of LuxCo (no segregation of assets to
determine the value of a specific class of shares)
• Specific remuneration attached to a class of shares
• Issue of classes of shares should be provided in the
by-laws
• Capital gain tax treatment at the level of the
shareholder to be considered
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 20
21. Increase / Transfer of activities to Luxembourg
Migration & Step-up in value
Background
• Existing Company re-domiciles to
Luxembourg
ForeignCo
LuxCo
Foreign Subs
Foreign Subs
Benefits
• Access to EU Directives, extensive tax
planning opportunities, …
• Opening tax balance sheet
- Reserves and profit brought forward :
treated as capital for tax purposes
- Step-up of assets/liabilities :
reevaluation reserve treated as capital
for tax purposes
- Possibility to activate a goodwill
Amortization of goodwill will reduce
future taxable income
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 21
22. Increase / Transfer of activities to Luxembourg
Tax intangible asset amortisation
Foreign
Country
Group Co
“business
opportunity”
100 %
LuxCo
Luxembourg
Background
• Intangible assets can be recognized in case
transfer of business/support from Group company
to Luxembourg (know-how, clientele,…)
Benefit
• Only recognized and amortized in tax balance
sheet
• Annual depreciation is tax-deductible and reduce
corporate tax basis
Considerations
• Potential recognition of deferred tax asset
consolidated account
• Net wealth tax applies on intangible assets
• Tax agreement needed to secure tax benefits
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 22
23. Luxembourg IP Box
Application
• 80% exemption of net positive income received
in consideration for use of, or right to use any
qualifying IP
• 80% exemption of capital gain on the disposal of
qualifying IP
• Effective CIT rate : 5.76%
• 100% net wealth tax exemption
ParentCo
LuxCo
IP
Domain
name
Patent
Design &
model
Trade
mark
Software
copyright
Considerations
• Only for creation or acquisition of the IP after
31.12.07
• Anti-abuse rules (for acquisition of IP from
related company)
• Recapture rules at the time of the disposal of
the IP (when costs have been fully deducted)
Gaming industry takes advantage of the regime
(Innova, Kabam, Nexon, Onlive, ...)
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 23
24. Luxembourg Securitization vehicle
Unrestricted
investor
Luxembourg SV
Securitised
assets
If non tax transparent (SCA, SA, Sàrl):
• Subject to corporate income tax and trade tax
• But payments (or commitment to pay) to investors are
always deductible even if under Company Law, they take
the form of dividend distributions. Hence:
• No withholding tax on dividends distributed by SV
• Any payment (or commitment to pay) is deductible
from the tax basis
• Exempt from net wealth tax
• Resident for tax treaty purposes (Luxembourg position)
• No withholding tax on dividend from LuxCo to SV
If tax transparent (Securitization Fund) :
• SV considered not to carry out a commercial activity in
Luxembourg : non resident partners not taxable in
Luxembourg
• No withholding tax on distributions
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 24
25. Real estate investment in Europe
Through Luxembourg vehicles
PPL / MRPS
/ CPEC
ParentCo /
Investment vehicle
Capital
Interest /
dividends
LuxCo
Loan
Loan
Local SPV
Loan
Loan
LuxCo
Lux PropCo
Lux PropCo
French SCI
/SAS
Country X
Germany
UK
France
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
Page 25
America
26. Real estate investment in Europe
Through Luxembourg vehicles
•
Investing in French real estate through a French SCI /SAS owned by a
Luxembourg LuxCo : in case of sale of French SCI / SAS by LuxCo, capital
gain should neither be taxable in France nor in Luxembourg*
•
Investing in German real estate through a Luxembourg company:
possibility to avoid trade tax on rental income and capital gain (in case of
direct sale of property)
•
Investing in UK real estate through a Luxembourg company : no capital
gain tax on the sale of the property
•
Investing in other countries through a SPV owned by a Luxembourg
company : possibility to finance the SPV with a shareholder loan.
Possibility to sell the SPV (in general, the tax treaty gives the right to tax
to Luxembourg)
*Tax treaty between Luxembourg and France may change in the coming months
Page 26
27. Luxembourg – a leading European real estate hub
Aberdeen
AM
Heitman
Hines
Tishman
Speyer
UBS
AMB
Goodman
ING
SEB AM
(…)
Amundi AM
Franklin
Templeton
JP Morgan
AM
Schroders
Axa REIM
First State
LaSalle IM
Prologis
Aviva
Investors
Fidelity
MGPA
Pramerica
BlackRock
CBRE
Investors
Morgan
Stanley
Pacific
Star
Source : Luxembourg For Finance
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 27
28. Available investment fund structures
Deposita
ry Bank
CSSF
Regulati
on &
Safety
Auditor
Asset Class: Strictly
limited
Asset Class:
limited
Regulation
UCITS
Part I
SICAR
UCI
Part II
SIF
SOPARFI
All type of Asset
Class
Source : Luxembourg For Finance
Asset Class:
VC & PE
SV
Flexibility
29. Private equity investments in Europe
Through a Luxembourg SICAR, a SIF or a Soparfi
Managers
Investors
Advisors
Bonds / convertible
bonds
SICAR / SIF / Sop
Luxembourg SCA
GP LuxCo
Management fees
/ carried interest
LuxCo 1
LuxCo 2
LuxCo 3
LuxCo 4
NewCo
NewCo
NewCo
NewCo
Country X
France
Germany
Poland
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 29
Advisory
fees
30. Private equity investments in Europe
Tax regime of Luxembourg SICAR
Qualified
investor
Luxembourg
SICAR
Lux SPV
NewCo
If non tax transparent (SCA, SA, Sàrl):
• Subject to corporate income tax and trade tax
• But exemption for all income and capital gains deriving
from
• Investments in transferable securities
• Temporary cash investment pending their investment in
risk capital
• No withholding tax on dividends distributed by SICAR
• Exempt from net wealth tax
• Considered by Luxembourg as a resident for tax treaty
purposes
• No withholding tax on dividend from LuxCo to SICAR
If tax transparent (SCS) :
• SICAR considered not to carry out a commercial activity in
Luxembourg : non resident partners are not taxable in
Luxembourg
• No withholding tax on distributions
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 30
31. Private equity investments in Europe
Luxembourg Specialized Investment Fund (SIF)
Qualified
investor
Luxembourg
SIF
Loan
Lux SPV
NewCo
Page 31
Main tax aspects :
• Not subject to corporate income tax and trade tax
• Subscription tax: 0.01% instead of 0.05% for normal
funds
• No withholding tax on dividends distributed by SIF
• Exempt from net wealth tax
• 15 % WHT on dividend from LuxCo to SIF but no WHT on
interest payments
Main regulatory aspects :
• Minimum share capital of €1.25m
• Custodian Bank/Auditors required
• Possible forms: SICAV, SICAF or FCP
• Risk spreading requirements
32. Luxembourg – a leading European private equity hub
3i
Fortress
Goldman Sachs
TPG
Unicapital
American
Capital
CVC
Investcorp
PAI Partners
Warburg Pincus
Apax Partners
Coller Capital
JP Morgan
Oaktree Capital
(…)
Bain Capital
Cinven
KKR
LGT Capital
Partners
BC Partners
Carlyle Group
Kreditanstalt für
Wiederaufbau
(KfW)
Lazard
Source : Luxembourg For Finance
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 32
33. Luxembourg – a leading European “regulated”
hedge funds hub
Aberdeen AM
Goldman
Sachs
HSBC
Pioneer
Investments
Transtrend
Alliance
Bernstein
GLG
ING
Permal
UBS
BlackRock
Fidelity
Invesco
Morgan
Stanley
(…)
BlueBay Asset
Management
Deutsche
Bank
JP Morgan
MAN
Crédit
Agricole
Crédit Suisse
LCF
Rothschild
Lyxor
Source : Luxembourg For Finance
Hamburg 2011 - Tax Conference - Inbound Investment into Europe from North
America
Page 33
35. Luxembourg investment vehicles
UCITS
Corporate (SA,
SCA, SARL,
SCOSA) or
transparent
SCS
(SA, SCA,
SARL, SCOSA)
FCP
FCP
SICAR
SICAV (SA)
SICAV (SA)
SICAF (SA,
SCA, SARL)
SIF
SV
SICAV/F
Entity type
UCIs
Corporate
(SA, SCA,
SARL,
SCOSA)
FCP
Other
(fiduciary)
Fund (FCP or
on a fiduciary
basis)
SPF
SOPARFI
Corporate
(SA, SCA,
SARL,
SCOSA)
Corporate
(SA, SCA,
SARL,
SCOSA,
European
company)
Minimum capital /
net assets
requirements (in
EUR)
€1,250,000
(within 6
months of the
approval)
€1,250,000
(within 6
months of the
approval)
€1,000,000
(within 12
months of the
approval)
€1,250,000
(within 12
months of the
approval)
SA/SCA
SA/SCA
SA/SCA
€31,000
€31,000
€31,000
SARL
SARL
SARL
€12,500
€12,500
€12,500
Capital (fixed /
variable)
Variable
Fixed or
variable
Fixed or
variable
Fixed or
variable
Fixed for sec.
companies
Fixed
Fixed
Segregated subfunds
Yes
Yes
Yes
Yes
Yes
No
No
No restriction
No restriction
(except for
interim
distributions
and for SICAF)
No restriction
for funds
(except for
corporate)
Yes
Yes
Distribution of
dividends : any
restriction (except
compliance with the
min cap / NAV
requirement)
Page 35
No restriction
No restriction
Source : Luxembourg For Finance
36. Luxembourg investment vehicles
UCITS
UCIs
SICAR
Tax regime on
ordinary income,
capital gains, etc..
Fully exempt
Fully exempt
Fully taxable
but exempt on
qualifying
securities and
transit funds
Is tax transparent
form available?
Yes
Yes
Yes
SIF
SV
SPF
SOPARFI
Fully exempt
Fully taxable
but
commitments
paid to
investors are
deductible
Fully exempt
under
conditions
Fully taxable
but benefits
from large
exemption,
tax credit and
tax incentive
Yes
Yes
No
No
Any WHT on
dividends to
investors?
No
No
No
No
No
No
No if eligible
DTT
corporate
investors
Treaty / EU
Directives
access?
No, except for
SICAV/F (50%
DTT access)
No, except for
SICAV/F (50%
DTT access)
Yes (case by
case)
No, except for
SICAV/F (50%
DTT access)
Yes (case by
case)
No
Yes
Other tax
considerations?
Small annual
subscription tax
on the NAV
(0,05% max) with
exemptions /
reductions
available
Small annual
subscription tax
on the NAV
(0,05% max) with
exemptions /
reductions
available
N/A
Subscription
tax of 0,25%
on the capital,
SP, and debt
> 8 times SC
and SP with a
max of
125.000 per
year
Net worth tax
of 0,5% per
year with
exemption
available
Page 36
N/A
Source : Luxembourg For Finance
Small annual
subscription
tax on the
NAV (0,01%
max) with
exemptions
available
37. Luxembourg investment vehicles
UCITS
Eligible investors
Unrestricted
Eligible assets /
strategies
Restrictions
Offer of securities
to investors
Pag e 37
UCIs
SICAR
Unrestricted
well informed
Transferrable
securities and / or
other liquid
financial assets
Unrestricted
All types of PE / VC
(including RE PE)
and temporary
investments in
other assets
Borrowing and
high
diversification
Risk
diversification
requirements (in
principle,
investment < 20%
NAV)
Subject to CSSF
approval
Subject to CSSF
approval
Qualifying
investments
Subject to CSSF
approval
Source : Luxembourg For Finance
SIF
SV
SPF
SOPARFI
well informed
Unrestricted
Individual,
private estate
management
entities or
intermediary
Unrestricted
Unrestricted
Securitization
of risks linked
to any type of
assets or 1/3
party
obligations
Private
financial assets
Unrestricted
No active
management of
assets
No controlling
activity over
investments
No
Unrestricted if
non regulated
Not subject to
CSSF approval
Not subject to
CSSF approval
Risk
diversification
requirement
(30% NAV)
Subject to
CSSF approval
(with a
possibility to
launch before
approval)
38. Luxembourg investment vehicles
UCITS
UCIs
SICAR
SIF
SV
SPF
SOPARFI
Promoter (financial
institutions with
sufficient financial
means)
Yes
Yes
No
No
No
N/A
N/A
Investment manager
(experience and
reputation)
Yes
Yes
No
No
No
N/A
N/A
Directors / managers
(experience and
reputation)
Yes
Yes
Yes
Yes
N/A if non reg
N/A
N/A
Offering documents
Yes
Yes
Yes
Yes
N/A if non reg
N/A
N/A
AOA or Man Reg
Yes
Yes
Yes
Yes
N/A if non reg
N/A
N/A
Independent Auditor
Yes
Yes
Yes
Yes
N/A if non reg
N/A
N/A
Custodian
Yes
Yes
Yes
Yes
N/A if non reg
N/A
N/A
Central
administration in
Lux
Yes
Yes
Yes
Yes
N/A if non reg
N/A
N/A
Page 38
Source : Luxembourg For Finance
40. BDO Luxembourg : a one-stop shop
International tax advice
(corporate, VAT, individual income tax, …)
+
Setting-up and administration of all types of investment
vehicles through our specialized subsidiaries
(CF Corporate Services and CF Fund Services)
41. CF Corporate Services:
“all-in” package
• Incorporation of companies, including contacts with banks
and notaries
• Provision of registered office
• Directorship mandates
• Bookkeeping, legal formalities, secretarial
• Tax compliance
• Statutory auditor
42. Philippe PONSARD
LUXEMBOURG
Partner CF Corporate Services
Experience
Philippe joined BDO in 1999.
He is one of the four partners of CF Corporate Services, the legal entity of BDO Luxembourg
specialised in financial engineering and domiciliation and administration of companies.
He is in charge of a portfolio of 200 companies and his clientele is made of entrepreneurs, HNWI,
private equity funds and large corporate groups from all over the world.
Areas of
Specialization:
Corporate and
Trust Services
Domiciliation and
administration of
Luxembourg
entities
Phone: +352 45123-357
Email:
philippe.ponsard@cfcorporate.lu
Page 42
Professional Affiliations
Member of the Ordre des Expert Comptable (Chartered Accoutants Association)
Member of the OEC Domiciliation Committee
Member of the OEC Anti Money Laundering Advisory Committee
Education
Ingénieur commercial, I.A.G., U.C.L., Belgium