Mastering Alternative Investments in Luxembourg: Tax Framework, Structuring & Compliance
Luxembourg is the location of choice for the implementation of alternative investments (private equity, private debt, real estate, infrastructure, ...). As the largest fund center in Europe (and the second in the world), Luxembourg holds an impressive 56% of the global market for cross-border investment funds.
Over the last years, the tax framework in Luxembourg and Europe has changed significantly as a result of the OECD Base Erosion and Profit Shifting ("BEPS") project. But what makes the so-called Luxembourg toolbox so interesting for international investors? How can alternative investments be structured in Luxembourg? What is the meaning of substance and what substance requirements should be met? What is a reasonable approach to transfer pricing and related documentation? And when are there potential reporting obligations under the mandatory disclosure regime (DAC 6)?
All of these questions will be covered in five seminars led by Oliver R. Hoor (Tax Partner, ATOZ) and Adrian Sedlo (Founding Partner, Sedlo Law Firm). The seminars are designed to give participants a 360-degree view of all relevant topics in the area of alternative investments. However, participants are free to choose specific modules.
Session 1 - The Luxembourg toolbox by Oliver R. Hoor & Adrian Sedlo
Tuesday, September 16
2 pm – 5 pm
Agenda :
Overview of the Luxembourg toolbox
Luxembourg tax regimes and legal forms
- Luxembourg financial holding companies (SOPARFI)
- Unregulated Partnerships (SCS, SCSp, …)
- Specialised Investments Fund (SIF)
- Investment companies in risk capital (SICAR)
- Reserved Alternative Investment Funds (RAIF)
- Securitization vehicles (SV)
- Private wealth management companies (SPF)
Considerations from a regulatory perspective
Financing investments
- Holding activities
- Financing activities
- Investments in distressed debt
Case studies
Session 2 - Structuring aspects of alternative investment by Oliver R. Hoor
Tuesday, September 23
2 pm – 5 pm
Agenda :
When choosing Luxembourg as a (fund) location
Typical investment structures
- Real estate
- Private equity
- Infrastructure
- Private debt
Design principles to be considered
- Debt vs. equity funding
- Bottom-up approach
- Flexibility in terms of cash repatriation
Interest limitation rules
Hybrid mismatch rules
Reverse hybrid mismatch rule
General anti-abuse rule
Considering the tax treatment in the investment jurisdiction
Exit planning
Case studies
Session 3 - Substance requirements by Oliver R. Hoor
Tuesday, September 30
2 pm – 5 pm
Agenda :
The notion of substance
Analysing the importance of substance in international tax
- Requirements from a Luxembourg tax and regulatory perspective
- Requirements from a foreign tax perspective
- Requirements from a tax treaty perspective
- Requirements from a transfer pricing perspective
- Reputational risks
Limits of anti-abuse legislation in an EU context
Considering typical substance models
- Master holding company
- Management or service company
- Outsourcing model
Tactics of foreign tax authorities when challenging substance
- Challenging tax residency
- Construing a management permanent establishment
- Construing an operational permanent establishment
- Challenging beneficial ownership
- Challenging transfer pricing
Considerations regarding ATAD 3 (the “Unshell Directive”)
Case studies
Session 4 - Transfer Pricing and related documentation by Oliver R. Hoor
Tuesday, October 7
2 pm – 5 pm
Agenda :
Snapshot of the Luxembourg transfer pricing landscape
The arm's length principle
Tax risks in relation to transfer pricing
Typical controlled transactions in Luxembourg
- Intra-group loans and other debt instruments
- Financing activities
- Intra-group services
- Fund management services
The new reporting obligations on intra-group transactions
The transfer pricing regime applicable to Luxembourg finance companies
Transfer pricing documentation
- Documentation requirements under Luxembourg tax law
- Management of tax risks in the absence of tax rulings
- Guidance provided under the OECD Transfer Pricing Guidelines
Best practice recommendations
Session 5 - The Mandatory Disclosure Regime (DAC 6) by Oliver R. Hoor
Tuesday, October 14
2 pm – 5 pm
Agenda :
Key features of the mandatory disclosure regime
Analysing the hallmarks that may trigger reporting obligations
The importance of the main benefit test (“MBT”) when determining reportable cross-border arrangements
How to ensure compliance with the MDR in practice (intermediaries vs. taxpayers)
Developing a pragmatic approach
Consider DAC 6 implementation in other EU Member States
Case studies
Speakers for this cycle :
Oliver R. Hoor, International Tax Partner - ATOZ Tax Advisers
Oliver is a Partner in the International and Corporate Tax department of ATOZ. He is the Head of Transfer Pricing.
A tax professional since 2003, Oliver has experience in Luxembourg and international taxation with a focus on Alternative Investments (private equity, real estate, infrastructure, private debt), mergers & acquisitions and multinational groups. Oliver advises clients on all direct tax aspects regarding deal structuring, maintenance, reorganisations and exit planning.
Oliver is a member of the tax working groups of the Association of the Luxembourg Fund Industry (ALFI) and the Luxembourg Private Equity Association (LPEA). He is further the Co-chair of the tax and regulatory committee of the Luxembourg Alternative Administrators Association (L3A), a founding member of the Luxembourg Transfer Pricing Association (LTPA) and a member of the International Fiscal Association (IFA).
Oliver is the author of more than 300 articles and books on Luxembourg and international taxation including Transfer Pricing and related documentation requirements, the OECD Base Erosion and Profit Shifting (“BEPS”) Project and the EU Anti-Tax Avoidance Directives (ATAD 1 & 2), reporting obligations of tax intermediaries (DAC6), current initiatives of the EU Commission in the field of direct taxation (ATAD 3, BEFIT, DEBRA, SAFE, DAC8, …), the OECD Model Tax Convention and Tax Treaties, EU Law and the State Aid investigations of the EU Commission (see www.atoz.lu/media-room). He is a regular speaker at conferences and a lecturer with Legitech and the Luxembourg Institute of Governance (ILA).
Oliver is qualified as a Chartered Accountant in Luxembourg (“Expert-Comptable”) as well as a certified German tax adviser (“Steuerberater”). He holds a post-graduate degree in Luxembourg Tax and a degree in Business Administration with a major in Tax from the University of Applied Sciences of Trier (Germany).
Adrian Sedlo, Partner of Sedlo Law Firm
Adrian Sedlo is Partner Investment Funds & Structured Finance at Sedlo. He is admitted to the Bar of Luxembourg as "Avocat à la Cour".
He has worked for many years at the Luxembourg offices of Magic-Circle firms and has been partner at leading Luxembourg firms.
Adrian Sedlo has been recommended regularly by Chambers & Partners and Legal 500 as a Leading Lawyer.
He has been selected for Best Lawyers by his peers as one of the best lawyers in Luxembourg for his work in Banking & Finance.
Registration :
Registration for the complete cycle: €955 incl. VAT
Registration for a single webinar: €295 incl. VAT
- 15% discount for 2 members of the same entity (contact the training department - [email protected])
- 20% discount for 3 or more members of the same organisation (contact the training department - [email protected])
Accreditation :
Legitech has obtained the approval of the Luxembourg Bar.
Co-financing :
Our training courses are eligible for co-financing.
Legitech is authorised to manage a continuing professional training organisation.
Autorisation n°10001428/4.
Contact :
For any questions relating to training, please contact Fiona Huet-Zitouni at the following address: [email protected]
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