TABLE OF CONTENTS TAXATION GENERAL TAX ACT (ABGABENORDNUNG) OF MAY 22, 1931 (LOI GÉNÉRALE DES IMPÔTS) P.1 INTRODUCTORY PROVISIONS P.

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1 I TABLE OF CONTENTS TAXATION GENERAL TAX ACT (ABGABENORDNUNG) OF MAY 22, 1931 (LOI GÉNÉRALE DES IMPÔTS) INTRODUCTORY PROVISIONS P.1 Section One: Basic Principles P.1 Section Two: Scope of the General Tax Act P.1 Section Three: Taxation principles P.2 Section Four: Implementation of the Tax Laws P.2 PART ONE: GOVERNMENT AGENCIES P.3 Section One: General provisions P.3 Section Two: Revenue Offices P.5 Section Three: Director of Taxation P.8 Section Four: Tax Court (Finanzhof) P.9 Section Five: Exclusion and Recusal of Officeholders PART TWO: TAXATION P.9 Section One: General Provisions P.9 Subsection One: Provisions on Proceedings P.9 Subsection Two: Substantive Provisions P.15 Section Two: Determination and Assessment of Taxes P.1 P.9 P.24 Subsection One: Duties of Taxpayers and Other Persons P.24 Subsection Two: Inquiry and Assessment Proceedings P.36 Section Three: Appeals P.43 Subsection One: Permissibility of Appeals P.43 Subsection Two: General Provisions on the Proceeding P.46

2 II Section Four: Collection P.49 Section Five: Apportionment and Allocation Proceedings P.49 Subsection One: Apportionment Proceedings P.49 Subsection Two: Allocation Proceedings P.51 PART THREE: CRIMINAL LAW AND CRIMINAL PROCEEDINGS P.51 Section One: Criminal Law P.51 Section Two: Criminal Proceedings P.55 Subsection One: General Provision P.55 Subsection Two: Administrative Penalty Proceedings P.55 Subsection Three: Judicial Proceedings P.62 Subsection Four: Dismissals P.64 INCOME TAX ACT OF DECEMBER 4, 1967 P.67 TITLE I. PERSONAL INCOME TAX P.67 Chapter I General Provisions P.67 Chapter II Persons Subject to Taxation P.67 Chapter III Joint Taxation P.67 Chapter IV Taxable Income P.68 Section I General Provisions P.68 Section II Categories of Net Income and Common Provisions Relating Thereto P.69 Section III - Provisions Common to the Categories of Net Income Set Forth in Numbers 4 through 8 of Article 10 P.110 Section IV - Special Expenses P.114 Chapter V - Exemptions P.121 Chapter VI - Declaration - Tax Determination P.125 Chapter VII - Tax Calculation and Child Tax Relief P.125 Chapter VIII - Tax Collection P.139 Section I - Tax Installments P.139 Section II - Tax Withholding on Wages and Salaries P.140 Section III - Withholding Tax on Securities Income P.146 Section IV - Scope of Withholding at the Source P.149 Section IVbis - Investment Tax Credit P.153 Section IVter - Tax Credit for Self-Employed Workers P.155 Section V - Assessment of Taxable Income Subject to Withholding Tax P.156 Section VI - Payment of the Tax Established by Means of Assessment P.157 Section VII - Penalty Interest P.159

3 Chapter IX - Specific Provisions Regarding Nonresident Taxpayers TITLE II - INCOME TAX ON COLLECTIVE ENTITIES P.159 P.163 Chapter I - General Provisions P.163 Chapter II - Collective Entities Subject to Tax P.163 Chapter III - Application of the Provisions regarding Income Tax on Individuals P.165 Chapter IV - Taxable Income P.165 Chapter V - Taxation of Collective Entities in Case of Liquidation, Merger, Transformation and Transfer of Registered Office P.171 Chapter VI - Tax Rates P.175 TITLE III - ADDITIONAL PROVISIONS AND TEMPORARY PROVISIONS FINANCIAL SECTOR FINANCIAL SECTOR ACT OF APRIL 5, 1993 PART I: ACCESS TO THE PROFESSIONAL ACTIVITIES OF THE FINANCIAL SECTOR Chapter 1: The Authorization of Banks or Credit Institutions Governed by Luxembourg Law P.177 P.183 P.183 P.183 Section 1: Provisions of General Application P.183 Section 2: Specific Provisions Relating to Rural Savings Banks P.194 Section 3: Specific Provisions Relating to Banks Issuing Mortgage Bonds P.195 Section 4: Specific Provisions Applicable to Electronic Money Institutions P.206 Chapter 2: Authorization of FSPs P.207 Section 1: General Provisions P.207 Section 2: Specific Provisions Relating to Certain Categories of FSPs P.214 Chapter 3: Authorization for the Establishment of Branches and Freedom to Provide Services in Luxembourg by Credit Institutions or FSPs Governed by Foreign Law Chapter 4: Authorization for the Establishment of Branches and Freedom to Provide Services in another Member State [ ] by Credit Institutions, Investment Firms or Certain Financial Institutions Governed by Luxembourg Law Chapter 5: Authorization for Payment Systems and Securities Transaction Settlement Systems. P.226 P.228 P.230 III

4 IV PART II: PROFESSIONAL OBLIGATIONS, PRUDENTIAL RULES AND RULES OF CONDUCT APPLICABLE WITHIN THE FINANCIAL SECTOR Chapter 1: Provisions Applicable to Luxembourg Institutions Participating in Payment Systems or Securities Transactions Settlement Systems Chapter 2: Provisions Applicable to FSPs Other Than Investment Firms P.231 P.231 P.231 Chapter 3: Provisions Applicable to Certain FSPs P.233 Chapter 4: Provisions Applicable to Credit Institutions and Investment Firms Chapter 5: Provisions Applicable to Credit Institutions and FSPs. P.233 P.239 PART IIBIS: P.241 Chapter 1: Definitions and Scope of Application P.241 Chapter 2: Transparency of the Terms Applicable to Cross-Border Wire Transfers Chapter 3: Obligations of Institutions with Respect to Cross-Border Wire Transfers PART III: PRUDENTIAL SUPERVISION OF THE FINANCIAL SECTOR Chapter 1: The Competent Authority for Supervision and Its Tasks Chapter 2: Supervision of Credit Institutions, Certain Financial Institutions and Investment Firms Conducting Their Activities in Several Member States. Chapter 2bis: Prudential Supervision of Payment Systems and Securities Transaction Settlement Systems Authorized in Luxembourg. Chapter 3: Supervision of Credit Institutions on a Consolidated Basis. Chapter 3bis: Supervision of Investment Firms on a Consolidated Basis. Section I. - Luxembourg Parent Investment Firms Not Having a Subsidiary that is a Credit Institution or Not Holding a Participation in a Credit Institution, and Investment Firms for Which the Parent Undertaking is a Luxembourg Parent Financial Holding Company or EU Parent Financial Holding Company Not Having a Subsidiary that is a Credit Institution or Not Holding a Participation in a Credit Institution. Section II. - Luxembourg Parent Investment Firms Having a Subsidiary that is a Credit Institution Authorized Outside of Luxembourg or Holding a Participation in Such a Credit Institution, and Investment Firms for Which the Parent Undertaking is a Luxembourg Parent Financial Holding Company Having a Subsidiary that is a Credit Institution Authorized Outside of Luxembourg or Holding a Participation in Such a Credit Institution. P.241 P.242 P.243 P.243 P.248 P.251 P.251 P.265 P.266 P.280

5 Section III. - Parent Investment Firms in Luxembourg Having a Subsidiary that is P.281 a Credit Institution Authorized in Luxembourg or Holding a Participation in such a Credit Institution, and Investment Firms for Which the Parent Undertaking is a Luxembourg Parent Financial Holding Company Having a Subsidiary that is a Credit Institution Authorized in Luxembourg or Holding a Participation in Such a Credit Institution. Chapter 3ter: Supplemental Supervision of Credit Institutions and Investment Firms in a Financial Conglomerate. P.281 Section 1: Definitions P.281 Section 2: Scope P.285 Section 3: Financial Position P.286 Section 4: Measures to Facilitate Supplemental Supervision P.290 Section 5: Third Countries P.295 Chapter 4: Resources for Prudential Supervision. P.296 PART IV: REORGANIZATION AND LIQUIDATION OF CERTAIN FINANCIAL SECTOR PROFESSIONALS P.300 Chapter 1 - Suspension of Payments P.302 Section 1 - Provisions Governing the Commencement of Suspension of Payment Proceedings for Institutions Governed by Luxembourg Law Section 2 - Specific Provisions Applicable to Luxembourg Branches of Institutions of Community Origin Section 3 - Specific Provisions Applicable to Luxembourg Branches of Institutions of Non-Community Origin P.302 P.304 P.305 Chapter 2 - Liquidation P.306 Section 1 - Voluntary Liquidations P.306 Section 2 - Provisions Governing Court-Supervised Liquidation of Institutions Governed by Luxembourg Law Section 3 - Specific Provisions Applicable to Luxembourg Branches of Institutions of Community Origin Section 4 - Specific Provisions Applicable to Luxembourg Branches of Institutions of Non-Community Origin Chapter 3 - Provisions Common to Reorganization Measures and Liquidation Proceedings Chapter 4: Specific Provisions Applicable to Payment Systems and Securities Transactions Settlement Systems PART IVBIS: DEPOSIT GUARANTEE SCHEMES FOR CREDIT INSTITUTIONS Chapter 1: Coverage of Depositors with Credit Institutions Governed by Luxembourg Law and Luxembourg Branches of Credit Institutions with their Registered Office in a Third Country P.306 P.310 P.311 P.312 P.315 P.316 P.316 V

6 VI Chapter 2: Coverage of Depositors with Luxembourg Branches of Credit Institutions Governed by the Law of Another Member State PART IVTER: INVESTOR COMPENSATION SCHEMES FOR CREDIT INSTITUTIONS AND INVESTMENT FIRMS Chapter 1: Coverage of Investors by Credit Institutions and Investment Firms Governed by Luxembourg Law and by the Luxembourg Branches of Credit Institutions and Investment Firms With Their Registered Office Outside of the European Community. Chapter 2: Coverage of Investors with Luxembourg Branches of Credit Institutions or Investment Firms Governed by the Law of Another Member State P.321 P.323 P.323 P.329 PART V: SANCTIONS P.331 PART VI: AMENDMENTS, REPEALS AND TRANSITORY PROVISIONS UNDERTAKINGS FOR COLLECTIVE INVESTMENT ACT OF DECEMBER 17, 2010 P.333 P.335 INTRODUCTION: DEFINITIONS P.335 PART I: UCITS P.338 Chapter 1 General Provisions and Scope P.338 Chapter 2 Common Funds in Transferable Securities P.339 Chapter 3 SICAVs in Transferable Securities P.344 Chapter 4 Other Investment Companies in Transferable Securities P.348 Chapter 5 UCITS Investment Policy P.349 Chapter 6 UCITS Established in Luxembourg that Market their Units in other Member States Chapter 7 UCITS established in other Member State that Market their Units in Luxembourg P.355 P.356 Chapter 8 Mergers of UCITS P.357 A. Principles, Authorization and Approval P.357 B. Third-Party Control, Information for Unit-holders and other Rights of Unitholders P.361 C. Costs and Entry into Effect P.362 Chapter 9 Master-Feeder Structures P.363 A. Scope and Authorization P.363 B. Common Provisions for Master and Feeder UCITS P.364

7 C. Depositaries and Approved Auditors P.365 D. Compulsory Information and Marketing Communications by the Feeder UCITS P.366 E. Conversion of Existing UCITS into Feeder UCITS and Change of Master UCITS P.367 F. Obligations and Competent Authorities P.367 PART II: OTHER UCIS P.368 Chapter 10 Scope P.368 Chapter 10bis. General Provisions P.368 Chapter 11 Common Funds P.370 Chapter 12 SICAVs P.371 Chapter 13 UCIs That Do Not Have the Legal Form of a Common Fund or a SICAV P.374 PART III: FOREIGN UCIS P.377 Chapter 14 General Provisions and Scope P.377 PART IV: MANAGEMENT COMPANIES P.377 Chapter 15 Management Companies Managing UCITS Subject to Directive 2009/65/EC Title A. Conditions for Acceptance into the Profession of Management Company with Registered Office in Luxembourg P.377 P.377 Title B. Relations with Third Countries P.382 Title C. Operating Conditions Applicable to Management Companies whose Registered Offices are in Luxembourg P.382 Title D. Freedom of Establishment and Freedom to Provide Services P.384 Chapter 16 Other Management Companies P.391 Chapter 17 Management Companies other than those Authorized by the Competent Authorities of Another Member State under Directive 2009/65/ EC, from European Community or Non-European Community Countries Chapter 18 Performance of Management Company Activities by Multilateral Development Banks PART V: GENERAL PROVISIONS APPLICABLE TO UCITS AND OTHER UCIS P.395 P.395 P.395 Chapter 19 Approval P.395 Chapter 20 Organizing Supervision P.397 A. Competent Authority for Supervision P.397 B. Cooperation with the Competent Authorities of the other Member States P.400 C. Supervisory Powers and Power to Sanction P.402 Chapter 21 Obligations Concerning Information to be Provided to Investors P.406 VII

8 VIII A. Publication of a Prospectus and Periodical Reports P.406 B. Publication of Other Information P.409 C. Key Investor Information to be Prepared by a UCITS P.409 Chapter 22 Criminal Provisions P.411 Chapter 23 Tax Provisions P.412 Chapter 24 Special Provisions Concerning Legal Form P.414 Chapter 25 Transitional Provisions P.415 Chapter 26 Amending, Repealing and Final Provisions CORPORATE LAW COMMERCIAL COMPANIES ACT OF AUGUST 10, P.418 P.419 SECTION I GENERAL PROVISIONS. P.419 SECTION II. - GENERAL PARTNERSHIPS. P.425 SECTION III. - LIMITED PARTNERSHIPS AND SPECIAL LIMITED PARTNERSHIPS P.425 Subsection 1. - Limited Partnerships P.425 Subsection 2. - Special Limited Partnerships P.429 SECTION IV. - PUBLIC LIMITED LIABILITY COMPANIES AND EUROPEAN COMPANIES (SE). 1 - Nature and Classification of Public Limited Liability Companies and European companies (SE) 2. - Incorporation of Public Limited Liability Companies and European companies (SE) P.432 P.432 P Shares and the Transfer Thereof. P [...] P The Administration and Supervision of Public Limited Liability Companies and European Companies (SE). P.453 Sub The Board of Directors. P.453 Sub The Management Board and the Supervisory Board. P.455 Sub Oversight by the Statutory Auditors P.460 Sub Provisions Applicable to the Management Bodies, to the Supervisory Board and to the Statutory Auditors. P General Meetings P Inventories and Annual Financial Statements P Certain Information to be Included in Instruments. P.468

9 8. - Issuance of Bonds. P Duration and Dissolution of Public Limited Liability Companies and European Companies (SE) Transfer of Registered Office of a European Company (SE) Sub 1. - Procedure for Transfer of a Registered Office in the Grand Duchy of Luxembourg to another Member State. P.475 P.476 P.477 Sub Effective Date of Transfer of the Registered Office. P.478 SECTION V. - PARTNERSHIPS LIMITED BY SHARES. P.479 SECTION VI. - COOPERATIVE COMPANIES. P.482 Subsection 1. - Cooperative Companies in General. P The Nature and Organization of Cooperative Companies. P Changes in Membership and in Company Funds. P Measures in the interest of third parties. P.485 Subsection 2. - Cooperative Companies Organized as Public Limited Liability Companies. SECTION VII. - TEMPORARY COMMERCIAL ASSOCIATIONS AND COMMERCIAL JOINT VENTURES. P.486 P.489 SECTION VIII. - LIQUIDATION OF COMPANIES. P.490 SECTION IX. - LEGAL ACTIONS AND PRESCRIPTIVE PERIODS. SECTION X. - COMPANIES ORGANIZED IN FOREIGN COUNTRIES. P.492 P.494 SECTION XI. - CRIMINAL PROVISIONS. P.497 ADDITIONAL PROVISIONS. P.500 SECTION XII. - PRIVATE LIMITED LIABILITY COMPANIES. SECTION XIIBIS. - COURT-ORDERED DISSOLUTION AND CLOSURE OF COMMERCIAL COMPANIES. SECTION XIII. - CORPORATE FINANCIAL STATEMENTS. P.501 P.507 P.508 Subsection 1. - General Provisions. P.508 Subsection 2. - General Provisions with respect to the Balance Sheet and the Profit and Loss Statement. P.509 Subsection 3. - Format of the balance sheet. P.509 Subsection 4. - Specific Provisions with respect to Certain Balance Sheet Items. P.510 IX

10 X Subsection 5. - Format of the profit and loss statement. Subsection 6. - Specific provisions with respect to certain items in the profit and loss statement. P.511 P.512 Subsection 7. - Valuation rules. P.512 Subsection 8. - Content of the Notes to the Financial Statements. Subsection 9. - Content of the Management Report. P.513 P.514 Subsection 10. Publicity. P.514 Subsection 11. Audits. P.515 Subsection Special Rules for Dependent Companies. P.515 Subsection Temporary Provisions. P.515 SECTION XIV. - MERGERS. P.515 Subsection I. Merger by Acquisition. P.517 Subsection II. Merger by Formation of a New Company. Subsection III. Acquisition of One Company by Another Company Holding Ninety (90%) Percent or More of its Shares, Units and Securities Conferring the Right to Vote. P.526 P.526 SECTION XV. - DIVISIONS P.528 Subsection I. Division by Acquisition. P.529 Subsection II. Division by the Formation of New Companies Subsection III. Other Operations Treated as Divisions SECTION XVBIS. - TRANSFERS OF ASSETS, BUSINESS DIVISIONS AND ALL ASSETS AND LIABILITIES. SECTION XVTER. - TRANSFERS OF PROFESSIONAL ASSETS (TRANSFERTS DE PATRIMOINE PROFESSIONNEL) SECTION XVI. - CONSOLIDATED FINANCIAL STATEMENTS. Subsection 1. - Conditions for the establishment of consolidated financial statements Subsection 2. - Preparation of Consolidated Financial Statements Subsection 3. - Consolidated Annual Management Report P.536 P.537 P.537 P.538 P.541 P.541 P.545 P.554

11 Subsection 3bis - Duties and Liabilities with respect to the Preparation and Publication of Consolidated Financial Statements and the Consolidated Management Report Subsection 4. - Auditing of Consolidated Financial Statements Subsection 5. - Publication of Consolidated Financial Statements Subsection 6. - Consolidated Financial Statements Prepared in Accordance with International Accounting Standards P.555 P.555 P.556 P.557 Subsection 7. - Miscellaneous Provisions P.557 TRADE AND COMPANIES REGISTRY AND ACCOUNTING RECORDS AND ANNUAL FINANCIAL STATEMENTS OF UNDERTAKINGS ACT OF DECEMBER 19, 2002 TITLE I. THE TRADE AND COMPANIES REGISTRY P.559 P.559 Chapter I. General Provisions P.559 Chapter II. Required Filings for Individual Merchants P.560 Chapter III. Required Filings for Legal Persons P.561 Chapter IV. Communications and Other Required Registrations P.564 Chapter V. Names, Legal Names and Trade Names P.565 Chapter VI. Miscellaneous Provisions P.566 TITLE II. - ACCOUNTING AND ANNUAL FINANCIAL STATEMENTS OF COMPANIES Chapter I Obligation to Maintain Accounting Records and Prepare and File Annual Financial Statements Chapter II - Preparation of Annual Financial Statements P.570 P.570 P.570 Section 1 - General Provisions P.570 Section 2. General Provisions Regarding the Balance Sheet and the Profit and Loss Statement P.571 Section 3. Layout of the Balance Sheet P.572 Section 4. Special Provisions Relating to Certain Balance Sheet Items P.575 Section 5. Structure of the Profit and Loss Statement P.576 Section 6. Provisions Specific to Certain Items of the Profit and Loss Statement P.577 Section 7 Valuation Rules P.578 XI

12 XII Section 7bis. Fair Value Valuation Rules P.582 Section 8. Content of the Notes to the Financial Statements P.584 Section 9. Content of the Annual Management Report P.588 Section 10 - Verification P.590 Section 10bis. Obligation and Duty with respect to the Preparation and Publication of the Annual Financial Statements and Management Report. P.591 Section 11. Specific Rules Applicable to Parent Companies and Subsidiaries P.591 Chapter IIbis - Preparation of Annual Financial Statements in Accordance with International Accounting Standards P.593 Chapter III. Accounting Standards Commission P.594 Chapter IV Filing and Publication of Annual Financial Statements P.594 TITLE III. BUSINESS LICENSE P.598 TITLE IV MISCELLANEOUS, AMENDING, REPEALING AND TRANSITIONAL PROVISIONS Chapter 1 Provisions Related to the Trade and Companies Registry Chapter II Provisions Related to Accounting Records and Annual Financial Statements of Companies Chapter III. Miscellaneous and Transitional Provisions P.598 P.598 P.598 P.599 INDEX P.601 GLOSSARY P.629

Legislation relating to commercial companies

Legislation relating to commercial companies Translated by Philippe Hoss In force as at 16 January 2017