luxembourg - jeantet · • luxembourg – top listing jurisdiction for european ipos • space...
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Luxembourg
A prime location for
private and corporate
investors with innovative
solutions and efficient
investment structures
Luxembourg facts and figures
• Size: 2,586 sqm
• Population: 500,000 inhabitants (44% foreign)
• Languages: Letzebuergesch, French, German, English
• Currency: EURO
• Political System: Constitutional Monarchy/Parlamentary Democracy
• Head of State: HRH Grand Duke Henri
• Home to European Institutions: European Commission services, European Court of Auditors, European Court of Justice,
European Investment Bank
• Founding member of: BENELUX, Council of Europe, European Union, NATO, OECD, United Nations
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Why Luxembourg?
• Strategic geographic location.
• Social and political stability, business orientated government and “AAA” economy
• Modern and flexible regulatory and legal framework.
• Leading Private Banking center in the world.
• Second largest investment fund center after the US
• Strong culture of investor protection.
• Wide choice of investment vehicles.
• Leading investment center for alternative products.
• Rewarding tax environment with extensive double tax treaty network (80 treaties in force and 20 in negotiations).
• Lowest VAT rates in Europe.
• Largest wealth management center in the Eurozone.
• State-of-the art ICT infrastructure.
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What Luxembourg has to offer ?
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What are main considerations and queries of investors for
acquisition and other deal structuring ?
Costs in the target’s jurisdiction:
o Acquisition financing
o During investment life
o On final exit
Factors determining the choice of the SPV jurisdiction:
o Existence of a double tax treaty between SPV jurisdiction and Target jurisdiction
o Costs in the SPV jurisdiction
o Efficient repatriation of proceeds
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Luxembourg is the jurisdiction fulfilling all efficient planning requirements:
From the initial structuring perspective (cross-border aspects):
Professionals with extensive cross-border deal structuring practice
Extensive double tax treaty network Convention between Luxembourg and Latvia for the avoidance of double taxation dated June 14th 2004
Convention between Luxembourg and Estonia for the avoidance of double taxation dated May 23rd 2006 replaced by the convention
dated July 7th 2014
Convention between Luxembourg and Lithuania for the avoidance of double taxation dated November 22nd 2004.
Possibility to discuss with the authorities application of specific tax regime and double-tax treaties
From the legal structuring perspective - Wide choice of investment vehicles and tailor-made
structures available:
Regulated vehicles available to institutional and professional investors: SICAR (risk capital investment companies)
SIF (special investment funds)
Unregulated vehicles available to all investors: SOPARFI (financial participations holding company)
Limited partnerships (SCS/SCSp)
SPF (private wealth management company)
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Luxembourg is the jurisdiction meeting all efficient planning requirements
From the legal structuring perspective - Wide choice of investment vehicles and tailor-made
structures available (continued):
Hybrid vehicles (regulated/unregulated)
RAIF (reserved alternative investment fund)
Securitization vehicle (regulated/unregulated)
From the tax perspective - Favourable CIT, WHT and NWT regime:
Acquisition financing
During investment life
On final exit …
And more…
• Contractual freedom
• Possibility to use foreign law (e.g. English law) within a Luxembourg structure
• Respect of privacy confidentiality requirements
• Efficient corporate governance through shareholder control and limited directors liability
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Your presence in Luxembourg
Why ?
For Luxembourg entities to be considered as taxable entities in Luxembourg and benefit from tax
treaties, Luxembourg substance is required.
If Luxembourg entities lack substance, other jurisdictions may tax the entities, meaning that the
Luxembourg benefits are forfeited.
Substance essentially means that Luxembourg should be recognized as the place of effective
management of the Luxembourg entities
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Your presence in Luxembourg
How:
From a Luxembourg perspective and from a more general tax treaty perspective it is therefore
key to secure that the Luxembourg companies have (core requirements only):
a majority of Luxembourg based board members;
that the entities' day-to-day administration is performed in Luxembourg; and
that their Luxembourg tax compliance is up-to-date.
Such substance can be provided by Luxembourg agents (i.e. Pan-Invest).
In order to avoid confidentiality and reputation risks is it highly recommended to use agents,
which are regulated by financial authorities
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Why Luxembourg?
The advantages we didn’t tell you so far!
• One of the most attractive places for start-ups – government financial support
• World class logistics player – already present here: Cargolux, China Airlines, Cobelfret, DB Schenker, DHL,
Kühne+Nagel, Nippon Express, Panalpina, TNT
• Luxembourg – top listing jurisdiction for European IPOs
• Space ambitions: satellite operations through SES Astra, new space technologies, asteroid mining
• And more you name...
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QUESTIONS & ANSWERS
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ABOUT US Jeantet
Business law firm in both advice and litigation.
Global sectoral coverage: agrifood, automotive, aviation and airports, banks, insurance, financial services, construction
– public works, digital and collaborative economy, energy, family businesses, healthcare, pharmaceuticals and life
sciences, leisure, tourism and hospitality, luxury, natural resources, mining, retail distribution, sports, technology, media
and telecommunications, transport
Contact: Renata Jokubauskaite – [email protected]
OUR TEAM
30 partners
150 lawyers
210 staff
OUR CLIENTS
Companies and
leaders
Public and private
players
Large / medium-sized
companies
AROUND THE
WORLD
7 offices
Best friends law firms
International
networks
OUR IDENTITY
Independence
Imagination
Involvement
International
Influence
OUR STRENGTH
Team spirit
Commitment
Bespoke service
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ABOUT US Pan-Invest Luxembourg S.A.
Corporate Service Provider
Established and existing for more than 40 years with its headquarters established in the Netherlands
100% privately owned, no bank or private equity investors involved
Licensed in Luxembourg by the CSSF (Commission de Surveillance du Secteur Financier)
Multilingual, highly qualified and experienced staff, low turn-over
Highest compliance standards
Global coverage
Contact: Irina Boechat – [email protected]
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