LEGAL WATCH March 2015

Transcription

1 LEGAL WATCH March 2015 Financial Center Law/Bill of Law Bill of Law n 6660 transposing directive 2013/36/UE of the European parliament and of the Council dated 26 June 2013 ; transposition of Directive 2011/89/EU of the European Parliament and of the Council of 16 November 2011 ; amendments of the law of 5 April 1993 on the financial sector; of the Law of 23 December 1998 as amended, establishing a Financial Supervisory Commission; of the Law of 12 July 2013 on alternative investment fund managers. The Bill relates to the prudential supervision of credit institutions and investment firms and has been tabled at the House of Parliament on 28 February 2014 and at the Finances and budget Commission on 6 March Recommendation of the Council of State of 22 October Bill of Law 6543 relating to electronic archiving and amending : 1. article 1334 of the Civil Code ; 2. article 16 of the Commercial Code ; 3. the Law of 5 April 1993 on the financial sector as amended. Amendments adopted by the Economic Commission on 20 October 2014 Bill of law 6752 implementing Regulation 650/2012 of the European Parliament and of the Council of 4 July 2012 on the jurisdiction, applicable law, recognition and enforcement of decisions and acceptance and enforcement of authentic instruments in matters of succession and on the creation of a European Certificate duvieusartebel, 1

2 of Succession and amending a) the law of 25 September 1905, as amended, on transcription of real estate rights and b) the New Code of Civil Procedure. Introduced on 3 December 2014 and transferred for recommendation to the Legal Commission on 11 December Bill of law 6751 relating implementing Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on the jurisdiction and the recognition and enforcement of judgments in civil and commercial matters Introduced on 3 December Recommendation of the Council of State on 21 January 2015 Bill of Law 6759 approving the "Memorandum of Understanding between the Government of the Grand-Duchy of Luxembourg and the United States of America for the exchange of terrorism screening information", signed in Luxembourg on 20 June 2012 Introduced on 6 January 2015, transferred for recommendation to the Legal Commission on 21 January Circulars CSSF Circular CSSF 15/600 of 07 January 2015 : Transposition of the Guidelines of the European Banking Authority (EBA) on significant credit risk transfer for traditional and synthetic securitations relating to Articles 243 and 244 of Regulation 575/2013 Circular CSSF 15/601 of 13 January 2015 : Higher ratio notification procedure applicable to the remuneration policy according to Article 94(1)(g)(ii) of Directive 2013/36/EU (CRD IV) Circular CSSF 15/602 of 15 January 2015 : Documents to be submitted on an annual basis duvieusartebel, 2

3 Regulations CSSF Regulation CSSF n relating to the determination of distributable results and reserves of credit institutions applying the fair value measurement in the statutory accounts FAQ CSSF Frequently asked questions updated at 29 December 2014 concerning the Luxembourg Law of 12 July 2013 on alternative investment fund managers, as well as the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage transparency and supervision. Company Law/Bill of law Law dated 28 July 2014 on the mandatory deposit and immobilisation of bearer shares and units. The Law entered into force on 18 August 2014 The objective of the Law is to bring Luxembourg law in line with the requirements of the Financial Action Task Force (FATF) and the Global Forum on Transparency and Exchange of Information for Tax Purposes regarding the identification of holders of bearer shares. The Law therefore introduces a new mandatory procedure requiring that Companies having issued bearer shares designate a depositary before 17 February 2015 and that the bearer shares be deposited with the designated depositary in Luxembourg by 17 February 2016 at the latest. As long as bearer shares are not registered, there voting rights will be automatically suspended until registration has taken place. Similarly, dividend distributions will be suspended until registration has been properly carried out. duvieusartebel, 3

4 If bearer shares have not been registered at 17 February 2016, they will be automatically cancelled and the capital of the issuing company shall be reduced correspondingly. The proceeds of the capital reduction will then be deposited with the Caisse de consignation until claimed by a person who can prove title to the shares. Bill of law 6777 introducing a new type of private limited liability company, the société à responsabilité limitée simplifiée or simplified private limited liability company ( SARL-S ) amending : 1 the law of 10 August 1915 as amended on commercial companies; and 2 the law of 19 December 2002 as amended relating to the register of commerce and companies and companies accounting and annual accounts Introduced on 02 February The ratio legis of the Bill is to stimulate the creation of corporate entities by starting entrepreneurs. With a minimum capital of 1 and incorporation cost of 191 EUR, the introduction of the S.à r.l.-s into Luxembourg s comprehensive and efficient legal framework will provide entrepreneurs with a convenient tool to operate the segregation between their private assets and business assets. Only physical person(s) with a business licence can be shareholder(s) of the SARL-S. Furthermore, a physical person can only be a shareholder in one single SARL-S at any time and each year, one twentieth of the net profits of the company must be allocated to a non-distributable reserve, until this reserve, increased with the amount of the paid-in statutory capital of the SARL-S, reaches the amount of EUR 12, Patrimonial Law/Bill of Law Bill n 6595/01 relating to the Patrimonial Foundation and amending the law of 4 December 1967,as amended, on income tax; - the law of 16 October 1934, as amended, on wealth tax; - the law of 1st December 1936, as amended, on commercial tax; - the law of 31 May 1999, as amended, on domiciliation companies. duvieusartebel, 4

5 No further progress due to discussions of the new version of the anti money laundering EU Directive, particularly in order to ensure that the dispositions related to the foundation are in conformity with the EU Directive. Tax Law/Bill of law Law of 19 December 2014, on the 2015 Budget and the first part of the Future Package («paquet d avenir»). The most relevant tax measures are : the formalisation of the advance tax agreement practice ; the change of the transfer pricing legislation; the increase of the VAT rates; and the introduction of a temporary 0.5% income tax for individuals. Published in Mémorial A 255 on 24 December 2014 and on Mémorial A 257 on 24 December 2014 and entered into effect on 1st January Law of 25 November 2014 providing for the applicable procedure for the exchange of information on request and amending the law of 31 march 2010 Published in Mémorial A N 214 of 27 November The objective of the Law is to bring Luxembourg in line with the requirements of the establishment of a global financial system marked by transparency and Exchange of Information. Circulars Circular of the Direct Tax Authority L.G. - A. n 61 of 12 February 2015 : Certificate of residence for collective investment funds. Circular of the Direct Tax Authority RIUE - n 4 of 19 January 2015 : automatic exchange of information on interest income. duvieusartebel, 5

6 The circular incorporates the provisions of the Law of 25 November 2014 amending the Law of 21 June 2005 transposing Directive 2003/48 / EC of 3 June 2003 into Luxembourg law (Memorial A - N 214 of 27 November 2014, page 4168), that introduced in January 1, 2015 the automatic exchange of information on interest payments received by individuals being in another EU Member State or in a state that has a reciprocal agreement on the taxation of savings income. Circular of the Direct Tax Authority L.I.R. n of 20 November 2014 This circular evaluates certain benefits granted by the employer to its employees: free grant or at a reduced rent of an accommodation or of a company car that can be used for private use. This circular supersedes Circular LIR No 104/1 of 18 February It is specifically referred to the new point : benefit resulting from the repurchase of the vehicle by the employee, especially after the expiry of the leasing agreement between the employer and the lessor Circular of the Direct Tax Authority L.I.R. n 14/4 of 9 January 2015 on income tax by a limited partnership or a special limited partnership. Regulations Grand-Ducal regulation of 19 December 2014 relating to the 3% legal interest rate for 2015, published in Mémorial A 246 of 23 December Grand-Ducal regulation of 19 December 2014 amending the Grand-Ducal regulation of 23 December 1992 relating to declaration and payment of valued added tax published in Mémorial A 258 of 24 December Grand-Ducal regulation of 23 December 2014 relating to the applicable procedure to advance tax ruling relating to direct tax and implementing the creation of a tax ruling commission, published in Mémorial A 264 of 29 December duvieusartebel, 6

7 Intellectual Property Law of 10 February 2015 transposing the Directive 2011/77/EU of the European Parliament and of the Council of 27 September 2011 amending Regulation 2006/116/EC on the term of protection of copyright and certain related rights. Published in Mémorial A 25 of 13 February 2015 Various Regulations Commission Regulation (EU) 2015/28 of 17 December 2014 amending Regulation (EC) No 1126/2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council as regards International Financial Reporting Standards 2, 3 and 8 and International Accounting Standards 16, 24 and 38 Commission Regulation (EU) 2015/29 of 17 December 2014 amending Regulation (EC) No 1126/2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council as regards International Accounting Standard 19 Commission delegated regulation (eu) 2015/61 of 10 October 2014 to supplement Regulation (EU) No 575/2013 of the European Parliament and the Council with regard to liquidity coverage requirement for Credit Institutions Commission delegated regulation (EU) 2015/62 of 10 October 2014 amending Regulation (EU) No 575/2013 of the European Parliament and of the Council with regard to the leverage ratio duvieusartebel, 7

8 Rectification to The commission regulation (EU) No 1361/2014 of 18 December 2014 amending Regulation (EC) No 1126/2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council as regards International Financial Reporting Standards 3 and 13 and International Accounting Standard 40 Council Directive (EU) 2015/121 of 27 January 2015 amending Directive 2011/96/EU on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States The inclusion of a common minimum anti-abuse rule in Directive 2011/96/EU would be very helpful to prevent misuse of that Directive and to ensure greater consistency in its application in different Member States. This legal watch provides an overview of the recent amendments to Luxembourg Laws and Regulations. The complete wording of most of the documentation is available on request (see contact details here below). duvieusartebel, 8