INHALT 02 COMPANY MANAGING DIRECTORS COMPETENCE Partner Companies

Transcription

1

2 INHALT 02 COMPANY MANAGING DIRECTORS COMPETENCE German Tax Law and Accounting Real Estate Restructuring / Mergers & Acquisitions / Company Law Startups Legal Succession / Assets Wage Tax Law NonProfits Health Care System Voluntary Disclosures Business Management International Tax Law Partner Companies Vierhaus Rechtsanwaltsgesellschaft mbh HVR Revision GmbH Wirtschaftsprüfungsgesellschaft Vierhaus Lohnkostenmanagement GmbH Vierhaus Unternehmensberatung AG 01

3 COMPANY The Vierhaus Steuerberatungsgesellschaft mbh, headquartered in Berlin primarily serves mediumsized companies, taxprivileged nonprofit organizations and private individuals. Our consulting focus is in Corporate Tax, in Accounting and Corporate Law, in company restructuring, and business succession planning. We also provide individual tax advice to the shareholders and partners of stock corporations and partnerships. Together with our partner companies in the areas of tax, social security, labor and business law as well as auditing and consulting, we pursue a holistic and multidisciplinary approach to consulting. The Vierhaus corporate group currently includes over 60 skilled employees, of which about 20 are professionals. Our specialized technical subjects teams develop individual and futureoriented solutions. The Vierhaus corporate group Member of: 02

4 MANAGING DIRECTORS Heinrich Vierhaus Attorney, Tax Advisor Curriculum Vitae 1966/1979 Diploma in Bakery / Master Bakery 1976/1979 First / Second State examination in Law Head of several departments at the Tax and Revenue Office for Corporations in Berlin Managing Director / Partner of a mediumsized tax consultancy and auditing company 2001 Founder and Managing Director of Vierhaus Steuerberatungsgesellschaft mbh Areas of Specialization Consulting mediumsized companies, with focus on restructuring or business valuation for the purposes of capital procurement, fundraising or legal succession Consulting health care companies like hospitals and nursing homes with the specific issues of being nonprofits or in supporting outsourcing processes 03

5 MANAGING DIRECTORS Andreas Brandt Auditor, Tax Advisor, Graduate in Business Administration (Dipl.Betriebswirt (BA)) Curriculum Vitae 1995 Graduate in Business Administration (Dipl.Betriebswirt (BA)) 1999/2003 Exam as Tax Advisor / Auditor Director of a mediumsized auditing and tax consulting company Second job as lecturer for taxation, accounting and finance Expert Advisor in the international group tax department of a company listed on the MDAX Head of Accounting Germany of a company listed on the MDAX Since 2011 Managing Director of Vierhaus Steuerberatungsgesellschaft mbh Areas of Specialization Consulting in the areas corporate tax law, group tax law, international tax law and accounting Supporting M&A transactions, corporate reorganization and corporate succession as well as due diligence checks and business valuations Supporting tax audits, inheritances and donations Consulting Real Estate investors 04

6 COMPETENCE German Tax Law and Accounting We are your competent partner for ongoing tax consulting, the preparation of annual accounts and the filing of tax returns. Providing ongoing advice relating to tax law in many cases forms the basis for a successful, longterm collaboration. Building a strong relationship enables us to gain a detailed and in depth understanding of your needs, which allows us to advise pragmatically and efficiently. Our teams will be pleased to assist and support you with all kind of advice in your business decisions. Ongoing Tax Consulting Provide opinions on tax law Advice in planning and structuring your taxes Tax planning and tax burden comparisons Representation and support during tax audits Representation in administrative appeals, before tax courts and the Federal Fiscal Court Representation in tax collection procedure (deferment, waiver of fees, cancellation) Negotiations with tax authorities to obtain binding rulings, firm commitments and factual agreements Annual Accounts and Tax Declarations Preparing annual and corporate group accounts Preparing tax, supplementary and special balance sheets Preparing accounts on cash basis Consulting for all tax questions connected with annual accounts and questions related to German accounting law (HGB [German Commercial Code] and IFRS [International Financial Reporting Standards]) Preparing all tax returns (e.g. income, corporate, trade and value added tax) Review of tax assessment notices Tax accounting / calculation of deferred taxes (in accordance with HGB, IFRS or USGAAP; individual and consolidated accounts) Financial and Payroll Accounting Performing financial and payroll accounting including the reporting system Cost and Performance accounting 05

7 COMPETENCE Real Estate Together with our subsidiary Taxor Treuhand and Steuerberatungsgesellschaft mbh, we advise investment companies, domestic and foreign investors, property developers and property administrators as well as real estate developers in regards to all tax and accounting related issues. In addition, we support you in connection with the purchase and implementation of real estate projects as well as in restructuring or sale of fund assets. The development of taxoptimized acquisition, financing and exit structures also counts among our core competencies, particularly with regard to their impact on income tax and real estate transfer tax (stamp duty). For foreign real estate investors, we assume the registration with the tax office and cooperate with property management and asset managers and also take care of all additional tax and business obligations. Our partner HVR Revision GmbH Wirtschaftsprüfungsgesellschaft performs audits of (group) financial statements, audits according to the German Real Estate Agent and Commercial Construction Industry Ordinance and business audits (credit worthiness and application of funds). Special expertise in Real Estate transfer tax Trust models / silent partnerships Commercial Property trading Taxoptimized setup and exit strategies Due Diligence 06

8 COMPETENCE Restructuring / Mergers & Acquisitions / Company Law In connection with the restructuring or transfer of companies, numerous questions come up with respect to business management, taxes, legal environment, and accounting. Risks must be revealed and evaluated, and opportunities should be analyzed and used. Together with our partner companies Vierhaus Rechtsanwaltsgesellschaft mbh and HVR Revision GmbH Wirtschaftsprüfungsgesellschaft, we cover the whole spectrum of consulting needs for planned restructurings and company transactions. In addition, after signing of the respective agreements, we are also your partner in the practical and operative implementation of contractual agreements. Focus of Activities Choice of legal form and tax burden comparison Tax law, civil law, and business optimization of corporate and group structures Concepts for company split or lease for tax purpose Tax optimized design of corporate finance Employee participation models Planning and tax optimization in the course of company transfers and termination of business Tax optimized restructuring of company and private assets Bringing about a corporate structure optimized for sales/acquisitions within a corporate and tax law related frame Tax due diligence, financial due diligence and legal due diligence Representation in contract negotiations Consulting for and drafting of company/share purchase agreements Business valuation 07

9 COMPETENCE Startups For young entrepreneurs to setup up a business not only requires an innovative concept, but it also means handling various questions on legal, tax or business issues. In cooperation with Vierhaus Rechtsanwaltsgesellschaft mbh we acompany and support you in realizing your business concept by providing individual and professional consulting over the entire life cycle of your company. Conceptual stage Creating a business plan Choice of legal form, tax law optimization of corporate structures Planning and optimization of social insurances for entrepreneurs Preparing accountancy / filing applications for tax registration of startups Consulting for and drafting of constitutional documents like the articles of association Initial stage Advising on involving investors, delineation of financing and shareholding options Advising on how to attract investors, building contacts Drawing up contracts, i. e. managing director contracts, employment agreements / clarifying all issues related to social security Growing phase Support for the consolidation of company growth, achievement of sustainable success in business Consulting for raising Venture Capital, realizing financing, and integration of potential investors Measures for binding employees, offering incentive programs and option models Creating trust and transparency by the implementation of Corporate Governance structures and the provision of reliable data and information of the company Adoption of International Financial Reporting Standards (IFRS) Clarifying issues of Foreign Law Tax law optimization of corporate structures Expansion phase Negotiation support with strategic investors Support for planning of exits (full or partial) Support for transnational expansion, i.e. establishment of foreign companies Advice in company and capital markets law for the purpose of launching a company s IPO 08

10 COMPETENCE Legal Succession / Assets Foresightful planning can avoid or reduce significant inheritance/donation and incometax payments when transferring company or private assets from one generation to the next. From a tax point of view, there are special risks related to foreign transactions, e.g. in the case of dual residence of the testator/giver or foreign acquisitions or foreign assets. Together with all participants, we design concepts in the scope of longterm planning in order to make the asset transition as acceptable as possible from an economic, tax and human point of view. Our partner Vierhaus Rechtsanwaltsgesellschaft mbh is able to assist you and carry out the legal part of the transfer, for example drafting contracts and last wills, or to execute last wills. Focus of Activities Development of an optimal asset and corporate structure for testamentary successor arrangement Designing ideas for anticipated succession / donations Development of managementbuyout or managementbuyin concepts Tax optimized design of contracts and last wills Execution of wills Processing tax issues of settling estates and inheritance disputes Assumption of tasks and functions as a family office Charitable foundations / family foundations 09

11 COMPETENCE Wage Tax Law Today, employers are confronted with a number of questions: They are legally obligated to withhold wage tax correctly and are liable for any errors or omissions occurred. This is further complicating dealing with legal issues with the increasing complexity of legislation introduced over the past decades. Clients need to meet increasing documenting requirements demanded by respectable financial authorities without disproport onately increasing a company s administrative efforts and expenditures due to paperwork. Clients want to attract employees by offering fair wages and salaries but, at the same time, keep the financial burden low. Our expert team has been specializing to all kinds of wage tax issues, and is happy to support you with all employment questions in your company. In cooperation with our clients, we find solutions that are both practicable and legally compliant. We are happy to assume the payroll accounting, providing support for wage tax and social insurance audits and representing you before tax authorities. Together with our clients, we develop individual compensation models that provide leeway to use legal taxprivileged benefits. Our partner, Lohnkostenmanagement GmbH, can also provide specialized consulting on all issues relating to wage optimization and ancillary wage costs in conjunction with us. In regards to labor and social security law related to wage tax issues, we partner with Vierhaus Rechtsanwaltsgesellschaft. These partnerships allow us to provide a holistic consulting approach on all wagerelated issues, offering individual solutions tailored to the specific needs of your company. All selected measures will be legally binding secured in coordination with the responsible tax authorities. Use our expertise in (wage) tax law as well as the expertise of our partner Vierhaus Rechtsanwaltsgesellschaft mbh in labor and social insurance law for your business success. Areas of Specialization Clarifying all wage tax law related issues from one single source (whether classical or special wage tax law issues) Handling the monthly payroll accounting including the reporting system and processing of payments Preparing claims for traveling expenses Managing personnel files Support for wage tax and external audits and social insurance audits Securing legally binding of the selected compensation models in coordination with the responsible tax authorities (by recovering invocation information on questions related to payroll taxes (Lohnsteuerliche Anrufungsauskunft) Support for collective bargaining on all compensation related issues Determining the potential savings in the area of wage and nonwage costs and providing coaching in the framework implementation for your company (through Vierhaus Lohnkostenmanagement GmbH) Clarifying all labor law related issues by our partner Vierhaus Rechtsanwaltsgesellschaft 10

12 COMPETENCE NonProfits Nonprofit organizations and foundations with tax privilege status are confronted with a number of tax and legal questions in Germany. Various conditions have to be met to maintain the taxprivileged status of an organization or a foundation. The safe and legally compliant handling of the extensive tax requirements is necessary in order to protect a company s general directors or managers. We support you with a team that has a proven track record in the field of consultancy for nonprofits, irrespective of their legal forms, i. e. registered associations, ggmbhs, foundations. We are your competent partner for organizations focused on Charity, Children and Youth services, Research and Developing, Health and Care, Environment, Animals, and Arts and Culture. Special expertise Counseling for questions with regard of choice of legal forms, restructurings or hivedowns Performance of financial accounting / preparation and disclosure of annual reports Supporting strategic planning (i.e. with respect of cost and activity accounting) Preparing all tax returns / realizing all potential deductions of VAT / supporting tax audits Ongoing tax consulting including delineation and organization of asset management measures of special purpose enterprises and commercial businesses Counseling for all questions related to tax treatment / realization of potential tax benefits granted to honorary activities, e.g. the Übungsleiterpauschale (a taxprivileged trainers compensation) Tax consultancy in collaboration and sponsoring / commitment on transparency (i. e. transparency reports) Calculation of the appropriation of funds / consulting for fiscaloptimized creation of reserves / monitoring of reports on expenditure of funds Further focus of Activities Setting up and support service for incorporate foundations within civil law Concept for family financial provisions in foundation planning/family foundations Integration of incorporate foundations into company structures Dealing with Management issues for companies affiliated with incorporate foundations Consulting on the use of funds, wealth preservation and accounting of foundations 11

13 COMPETENCE Health Care System Our team of experts in the field of health care is dedicated to the specific tax problems of hospitals and its subsidiaries, from doctors and pharmacies. Our experts have many years of experience in supporting mediumsized and large as well as nonprofit and for profit hospitals in all industryspecific concerns related to tax law. In addition to hospitals, we advise a large number of care facilities, pharmacies and physicians in tax law and business related matters. We work with our clients to provide legally binding taxoptimized planning relating to Health care coordinating with the appropriate financial authorities to support implementation within your company. We also specialize in consulting in the fields of pharmacy and pharmacy law (purchase and sale, profitability analyzes, liquidity planning). The results of our tax consulting in the healthcare sector have withstood numerous audits and were also confirmed by the Bundesfinanzhof (Federal Fiscal Court). Focus of activity Preparing of all ongoing taxrelated matters Representation before tax authorities at administrative appeals, tax audits, application process Legal representation in litigation before the tax courts and the Federal Fiscal Court Entrepreneurship and start up consulting Tax law advice for tender and bidding procedures Tax advice in collective bargaining and development of tailormade compensation models Consulting for singleentity relationships liable for value added taxes Support for restructuring and outsourcing Tax law valuation of various conceptions (i.e. purchase, takeover, collaboration, mergers) Quality management and controlling in companies 12

14 COMPETENCE Voluntary Disclosures The discussion revolving around the voluntary disclosure procedure (Selbstanzeige) as a means of avoiding criminal charges frequently flares up in the media, be it as a result of the fiscal authorities obtaining CDROMs containing data on tax evaders or as a result of criminal investigations into the tax affairs of German celebrities suspected of tax evasion. In light of the sustained criticism of Swiss banks acting as accessories to tax evasion, the Swiss banks have begun implementing the cleanmoney strategy (Weißgeldstrategie) announced in However, other countries are also endeavoring to improve the transparency of taxation in crossborder situations. Austria, for example, has enacted the ADG (Amtshilfe Durchführungsgesetz) to also establish the legal framework for batch queries by foreign tax jurisdictions. Consequently, German taxpayers who have deposits at foreign banks that they have not declared for tax purposes run a higher risk of being discovered. However, under certain circumstances they have the opportunity to lodge a voluntary disclosure and avoid prosecution by paying the taxes they evaded. However, such a voluntary disclosure must meet stringent legal requirements before it becomes effective. We would be happy to advise you on the legal framework and the consequences of a voluntary disclosure and offer you our support in preparing it. Business Management A great number of Vierhaus team members have wellfounded business knowledge, acquired during studies and trainings and expanded in many years of practice. Therefore, we consider ourselves your competent partner for all business questions. Focus of Activities Preparation of budgets, forecasts and strategic planning (profit, assets/liabilities, equity and cash flow) Business audits (financial due diligences, restructuring reports, credit worthiness and credit audits) Consulting for startups Company and projectrelated economic efficiency studies Calculations for taxoptimal financing Support in negotiations with investors or financing partners up to the contract closure Business valuations 13

15 COMPETENCE International Tax Law Tax consulting in today s globalized world cannot be limited solely to German tax law. In transnational corporate activities, corporate and headquarter relocations or restructuring, issues regularly come up in which a great number of German and international tax laws must be analyzed. Vierhaus not only wants to protect you from additional high tax burdens of German and/ or foreign tax authorities, but also to mutually develop economically practical solutions that also result in a reduction of the overall tax burden. Our advising services for international tax issues are offered and performed mainly by professionals who have longstanding experiences for advice on transnational tax issues acquired during their professional careers at a number of important consulting companies. Among them, there also is also a tax advisor with the title of Certified Advisor for International Tax Law (a qualification that requires regular advancement training). Besides tax expertise, Vierhaus considers language skills as essential; and thus offers tax advice in English, French, Polish, and Turkish language. Focus of Activities Providing opinions for questions regarding tax law (especially value added tax law, foreign tax relations act, double taxation convention, transfer of functions directive) Advisory services for structuring German investments abroad and foreign investments in Germany Advisory services for restructuring of international groups Support for international mergers and acquisitions Consulting services for transfer pricing, license and cost sharing agreements between affiliated companies Consulting services for international employee assignments Preparation of transfer price documentation Preparation of international tax burden comparisons Tax planning and structuring for international successions/ inheritances For the consultation on transnational and international tax issues, Vierhaus uses cooperation with our partner companies that have affiliated with the Network ANTEA Alliance of Firms ( which enables us to provide holistic optimized and stable solutions to our clients. So far, firms from more than 60 countries and with more than 200 subsidiaries have come together into the ANTEA network, offering services that range from consultancy in Tax, Law and Management to Auditing, Accounting, Reporting and many more. 14

16 Partner Companies Vierhaus Rechtsanwaltsgesellschaft In association with the expertise of our partner firms, the Vierhaus Rechtsanwaltsgesellschaft primarily serves clients of our partner Vierhaus Steuerberatungsgesellschaft mbh, companies and individuals in all business relating legislative issues. Besides this, our expert teams are specialized to the areas of Corporate Law in transactional matters, Health care law, Personnel and Labor law. Managing Directors: Heinrich Vierhaus Attorney, Tax Advisor Stefan Heinrichs Attorney Areas of Specialization Corporate law in transactional matters (i.e. restructurings, domination agreements, amendments to the Articles of Association, mergers and spinoffs, company acquisitions) Financing businesses, with special focus on the issue of bonds and stock Legal succession, assets and foundations Business law relating to the design of contracts / legal assistance in litigation Labor, industrial constitution and collective bargaining law Consulting for all legislative questions, strategic advice in collective bargaining Legal assistance in litigation relating to Labor, industrial constitution and collective bargaining law Hospital law / Law relating to panel doctors Legal consulting and strategic assistance for doctors during their professional careers, from opening to sale of practices Legal assistance for hospitals and practicing doctors in litigation for all question related to Social law 15

17 Partner Companies HVR Revision GmbH Wirtschaftsprüfungsgesellschaft Our auditing company HVR Revision GmbH Wirtschaftsprüfungsgesellschaft, headquartered in Berlin, primarily serves German and international companies, to include firms in the Real Estate sector and nonprofit organizations. HVR participates in the quality control program under the supervision of the German Audit Oversight Commission (APAK). Within this program, the commission regularly monitors the company s internal qualitycontrol systems designed to support audit functions for both adequacy and effectiveness. For all previously conducted quality checks we received a fully positive overall rating and the quality of our work was confirmed by an independent body. Managing Directors: Heinrich Vierhaus Attorney, Tax Advisor Gerd Marschall Auditor, Tax Advisor, Graduate in Financial Management (Dipl.Finanzwirt (FH)) Focus of Activities Legally required and voluntary audits of (consolidated) financial statements Auditing of municipal companies Auditing according to the German Real Estate Agent and Commercial Construction Industry Ordinance Business audits (financial due diligences, restructuring reports, credit worthiness and credit audits, special purpose audits) Forensic examinations in suspicion of economic crime (including fraud, embezzlement, corruption, money laundering, tax evasion) Business valuations Performing audits of the proof of use of funds for nonprofit organizations 16

18 Partner Companies Vierhaus Lohnkostenmanagement GmbH The tax burden with taxes and social insurance has continually increased in the past years/ decades. Smart ways to reduce the tax burden provide leeway for employees and employers to choose individual compensation components, which results in taxprivileged and reduced social security contributions, or none at all. Savings in wage and ancillary wage costs of 300 to 3,000 Euro per employee and year can be achieved especially for companies operation in sales, skilled crafts and trades or in the transport industry. All selected measures will be legally binding secured in coordination with the responsible tax authorities. Use our knowhow in (wage) tax law as well as the knowhow of our cooperation partner Vierhaus Rechtsanwaltsgesellschaft mbh in labor and social insurance law for your business success. We will be happy to have an initial, nonbinding consulting discussion with you. Managing Directors: Maximilian Vierhaus Attorney Areas of specialization Concept development for introducing new remuneration models Modern software solutions If necessary, advise the employees Support in the operational implementation, i.e. in the payroll accounting Drafting all contract documents, necessary for the legally compliant implementation of wage components 17

19 Partner Companies Vierhaus Unternehmensberatung AG The Vierhaus Unternehmensberatung AG advises companies and individuals in the various fields of corporate organization and process design. Our task is to find business operative solutions that are appropriate to the individual circumstances and the specific needs of our clients. Executive board: Dr. Jürgen Jopp Business manager Maximilian Vierhaus Attorney Focus of Activities Consulting and supporting startups Strategic corporate planning Cost accounting / controlling Crisis management / prevention and minimization of insolvency Planning individual financial concepts / consulting for financing rounds Settingup of businesses / corporate growth Business valuation (IDW S1) / supporting solutions for succession planning Optimization of internal procedures Coaching in business management 18

20 Vierhaus Steuerberatungsgesellschaft mbh Sarrazinstraße Berlin Telefon: Telefax: Internet: