Tax Vademecum. Pocket Guide to M&A Transactions in Germany. 1st Edition

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1 Tax Vademecum Pocket Guide to M&A Transactions in Germany 1st Edition 2011

2 This Vademecum is as of January 2011 and provides initial guidance on certain tax terms and definitions. Nothing in this Vademecum shall constitute or shall be construed or understood as legal advice. Please seek specialist advice from your counsel for any specific issue or question you may have. 2

3 Acquisition Transaction by which the business of a Target is transferred either by means of an Asset Deal or of a Share Deal. Both acquisition structures follow separate rules under German corporate and tax law. Acquisition Costs Purchase price plus additional costs, such as advisory fees, notary fees and taxes. One of the aims of the structuring of an acquisition is to ensure deductibility or depreciation of acquisition costs. Assets Tangible and intangible goods which are eligible for separate valuations. The transfer of assets may follow different rules, depending on their quality, and may result in different tax consequences, depending on the route of such a transfer. Asset Deal Acquisition, in whole or in part, of a Target by purchasing its business Assets and liabilities. The seller might incur a Capital Gain (or loss) in that transaction which is subject to the Target s current taxation. Existing Losses Carried Forward by the Target might be set off against such Capital Gain. Under German tax rules, the acquisition of interests in a Partnership is considered an asset deal, not a Share Deal. Tax Vademecum 3

4 Book Value Value of an Asset or liability as recorded in the financial statements. Under German accounting principles, set forth in the German Commercial Code ( Handelsgesetzbuch, in short HGB ) and under German tax rules, the Acquisition Costs of an Asset may not be exceeded. Depreciation may reduce the book value, leading to a higher Capital Gain in case of a sale of the Asset. Capital Contribution Injection of capital in cash or in kind into the fixed capital by means of a capital increase against the issuance of new shares or into the Capital Reserves of a Corporation. Capital contributions of assets may disclose Hidden Reserves and, in addition, the contribution in kind of German real estate may trigger Real Estate Transfer Tax. Capital Gain Difference between the sales price or the fair market value (or part of it) allocated to an Asset in an Asset Deal or to shares in a Share Deal and the respective Book Value. Capital Gains Tax In Germany, no specific capital gains tax exists. Capital Gains are treated as current income but are subject to distinct treatment under certain circumstances. For example, 95% 4

5 of a Capital Gain derived by the disposal of shares in a corporation by another corporation is tax exempt. Capital Reserves Part of a Corporation s equity capital. Capital reserves include Hidden Reserves and open reserves. Under German corporate law, open reserves comprise of surplus payments in consideration for shares (i.e. a premium, payments in consideration for conversion rights, options and preferential rights) and other payments by the shareholders into the Corporation s equity. Change of the Legal Form Conversion of either a German Corporation into a different type of a German Corporation or into a Partnership and vice versa. The change of the legal form of a German Corporation into a Partnership and vice versa results in possible tax consequences. Commercial Register Held at a German local court which is responsible for the registration of businesses and any changes in the business which need to be registered. Corporate Income Tax ( CIT ) Income tax on the Taxable Income of Corporations which Tax Vademecum 5

6 is part of their overall taxation. CIT applies to German tax resident Corporations and to foreign corporations which derive income from German sources, e.g. from a German Permanent Establishment. The current CIT rate is 15%, to which Solidarity Surcharge at a rate of 0.825% and Trade Tax at a rate of approximately 15% has to be added. Corporation The different types of German corporations are: Aktiengesellschaft ( AG, stock corporation), Gesellschaft mit beschränkter Haftung ( GmbH, limited liability company), Kommanditgesellschaft auf Aktien ( KGaA, partnership limited by shares) and the Societas Europaea ( SE, European stock corporation). All corporations are taxed separately from their shareholders and no option exists under German tax rules to elect for taxation as a pass through entity. Deductibility of Business Expenses see Taxable Income. Deductibility of Interest restricted by Interest Stripping Rules. Depreciation of Acquisition Costs Capital assets are capitalized at their Acquisition Costs which form the basis of their Book Value. The Book 6

7 Value of assets with a limited life span is depreciated, i.e. reduced, by a certain ratio. Since depreciation reduces the value of the capitalized Assets of a company, it reduces the (taxable) income of the company. Depreciation of shares in a Corporation is not recognized for tax purposes if they are held by another Corporation. Dividends In general, 95% of the dividends distributed by a corporation to a corporate shareholder are tax exempt. Due Diligence The standard of care required in the course of an M&A transaction, during the information exchange phase and during the analysis of the Target s economic, legal, tax, financial, technical and regulatory situation. EBITDA Earnings before interest, taxes, depreciation and amortization. EU-Parent-Subsidiary-Directive Regulation which exempts certain European parent corporations, including Holding Companies, from withholding tax obligations on dividends if they directly hold a minimum of 15% of the shares in a (German) subsidiary for a minimum period of twelve consecutive months. Tax Vademecum 7

8 Exit Strategy The method by which the Buyer can dispose of its Acquisition under the best possible tax, legal and economic circumstances. The optimal exit strategy for tax purposes is part of the Acquisition s tax planning. Financing The funds required to finance an M&A transaction can be raised by various means, including debt and equity. Each method of financing has certain tax consequences, for example with regard to the applicability of the German Reorganization Tax Act or the Interest Stripping Rules. Fiscal Unity Organschaft, a special tax regime available for Corporate Income Tax, Trade Tax and Value Added Tax (VAT). A fiscal unity, for Corporate Income Tax and Trade Tax purposes, requires the implementation of a Profit-and-Loss-Pooling- Agreement ( Gewinnabfuehrungsvertrag ) and the financial integration of the dominated Corporation into a dominating entity by virtue of the majority of votes held in the dominated Corporation. The profit or loss of the dominated Corporation is attributed to the profit/loss of the dominating enterprise which allows for a netting of the results for tax purposes. A fiscal unity for VAT purposes requires financial, economic and organizational integration, but no Profit- 8

9 and-loss-pooling-agreement. Turnover within the German sectors of a fiscal unity is disregarded under a fiscal unity for VAT purposes. German Reorganization Act Provides instruments for business reorganizations including Mergers, Splits, Hive Downs and the Change of the Legal Form of a business. In general terms, any Reorganization requires a notarized document (for example a merger contract), the consent of the shareholders and its registration with the responsible Commercial Register to become effective. German Reorganization Tax Act Governs the tax consequences of Mergers, Splits, Hive Downs, and Changes of the Legal Form. Certain transactions that would otherwise result in the disclosure of Hidden Reserves, under general tax rules, are privileged under the German reorganization tax act. Goodwill The amount by which the purchase price exceeds the value of the Assets of a Target less debts at the time of the Acquisition. Goodwill paid in the course of a Share Deal is not depreciable for tax purposes whereas goodwill paid in the course of an Asset Deal is depreciable. Tax Vademecum 9

10 Hidden Reserves Difference between the sales price or the fair market value and the Book Value of an Asset. Hidden reserves are usually disclosed when the respective Asset is transferred. This results in a taxable Capital Gain. Under the German Reorganization Tax Act, the disclosure of hidden reserves by M&A transactions can be completely or partially avoided by transferring the Assets of a company at less than their fair market value down to their Book Value ( roll-over ). The value at which the Assets were transferred are the Acquisition Costs at which the receiving entity has to capitalize the Assets. Hive Down Transfer of the Target s business or a separate business unit of the Target into a subsidiary in exchange for shares in the subsidiary issued by means of a capital increase. As the business and Assets are principally transferred at their fair market value, the Target earns a (taxable) profit equivalent to the disclosed Hidden Reserves. Under certain conditions, the German Reorganization Tax Act allows a hive down at Book Values. Holding Company A company whose business objective is to own shares in other companies. It often benefits from international tax privileges, 10

11 for example under the EU-Parent-Subsidiary-Directive, in order to avoid double taxation. Interest Carried Forward Interest that was not tax deductible under the Interest Stripping Rule can be carried forward to future years and be deducted then, albeit subject to the Interest Stripping Rule. Interest Stripping Rule Applicable if the annual interest payable by a company is in excess of three million Euros. Under the interest stripping rule, tax deductibility of interest on any debt of a company is restricted to the amount of the interest income plus 30% of the company s EBITDA. Various complicated exceptions and counter-exceptions apply. Losses Carried Forward Losses suffered in prior periods and recognized for income tax, Corporate Income Tax and Trade Tax purposes. It can be offset against taxable income, subject to the limitations of the minimum taxation that apply to losses carried forward that exceed the amount of one million Euros: Only 60% of the profit can be offset with the remaining 40% subject to the taxpayer s usual current taxation. The transfer of losses carried to other companies is limited by Loss Trafficking Rules. Tax Vademecum 11

12 Loss Trafficking Rules Target s Losses Carried Forward are forfeited on a pro rata basis if between 25% and 50% of the shares in a Corporation are transferred within five years to one new shareholder and related persons of that new shareholder or to several new shareholders acting as a group. If more than 50% of the shares in a Corporation are transferred, the Target s Losses Carried Forward and Interest Carried Forward are entirely forfeited. Such harmful forfeits on an Acquisition do not apply if the same person holds, directly or indirectly, 100% of the shares in both the transferring and the acquiring entity. Merger Combination of two companies into one larger company; either into one of the existing companies or into a new one. The transferring companies are wound up in the process and its shareholders are issued shares in the receiving company. Partnership Characterized by the partners personal limited or unlimited liability for the company s debts (often jointly and severally), and personal contributions to the company s Assets and business activities. A partnership is subject to the Tax Transparency. Common types of partnerships in Germany 12

13 are the Kommanditgesellschaft ( KG limited partnership) and the GmbH & Co. KG, a limited partnership in which a Corporation (mainly in the legal form of a GmbH) holds the position of the general partner. With respect to foreign entities, and their tax classification as either a partnership or a Corporation in cross-border transactions, German tax authorities apply a multi-criteria test. Permanent Establishment Any fixed place through which the business of a (foreign) taxpayer is partially or wholly carried out. A permanent establishment includes in particular: the place of management, branch offices, workshops, warehouses and construction work sites. The existence of a permanent establishment results in the (foreign) taxpayer being liable for German taxation on its German source income. Post-Acquisition-Structuring Any activity that aims to optimize the structure of an acquired business or a group of businesses for cash-flow, other business or tax purposes. Special care must be taken in order to avoid triggering taxes twice, for example, Real Estate Transfer Tax through the acquisition of a Holding Company with subsidiaries which own German real estate and the subsequent sale and transfer of the shares in those subsidiaries. Tax Vademecum 13

14 Profit-and-Loss-Pooling-Agreement ( Gewinnabfuehrungsvertrag ) A German law agreement as a basis for a Fiscal Unity for Corporate Income Tax and Trade Tax purposes. The required agreement must be concluded between a German Corporation (usually dominated) as the profit transferring entity and another individual, partnership or corporation as the dominating party. The latter is obliged to fully compensate the Corporation for any losses sustained during the term of the agreement and must be fully subjected to German taxation. A minimum fixed term of five years is required by statutory law. Real Estate Transfer Tax ( RETT ) Triggered in particular by the transfer of legal title in German real estate by means of an Asset Deal to one acquirer or by the acquisition of at least 95% of the shares in a (German or foreign) entity owning German real estate in a Share Deal by one acquirer. The current tax rate amounts to 3.5% (4.5% in certain German states). Reorganization The transformation of a company by Split, Merger, Transfer of Assets or the Change of the Legal Form. Its corporate law aspects are ruled by the German Reorganization Act. Certain reorganizations are privileged under the German Reorganization Tax Act. 14

15 Repatriation of Profits Transfer of profits, derived from business activities in Germany, to the owners or the shareholders. The method and the tax consequences of the repatriation of profits from Germany abroad depend on the legal form of the German entity, whether a Partnership or a Corporation, and the applicable Tax Treaty rules. Share Deal Acquisition of a Target by acquiring the shares in the Target. The seller is a shareholder of the Target and might incur a taxable Capital Gain (or loss). Capital Gains are subject to current taxation, but only in the amount of approximately 2% if the Seller is a Corporation. Losses Carried Forward and Interest Carried Forward by the Target are lost under the Loss Trafficking Rules. Shareholder Loan A loan granted by a shareholder to a Corporation. Certain exceptions to the Interest Stripping Rules may not be applicable if Shareholder Loans have been granted. Singular Succession Legal succession with respect to rights and obligations connected to a specific Asset, e.g. in case of an Asset Deal. Tax Vademecum 15

16 Solidarity Surcharge The solidarity surcharge is added to the income tax or Corporate Income Tax. It amounts to 5.5% of the income tax or Corporate Income Tax to be paid by the relevant taxpayer. Split A Split is the transfer of business assets of a Corporation to another existing or newly formed Corporation by way of a Hive-Down, a de-merger or a splitting up. In case of a de-merger, the Target remains in existence. In case of a splitting-up, it is dissolved without a winding-up. In contrast to a Hive-Down, shares in the other company are allocated to the Target s shareholders and not to the Target itself. As the Assets of the Target are transferred at their fair market value, the Hidden Reserves comprised in the Assets are disclosed and a Capital Gain is generated. Under the German Reorganization Tax Act partial business units can be transferred at Book Values, thereby avoiding a Capital Gain. SPV Special (or single) purpose vehicle, a company which is often established to serve as an acquisition vehicle in an M&A transaction. A Germany based SPV may serve as the dominating entity in a fiscal unity after the Acquisition. 16

17 Target The acquired company. If the company is acquired by an Asset Deal, the Target transfers its Assets to the acquiring company, usually for consideration and thereby may earn a taxable profit ( Capital Gain). In case of a Share Deal, the Target s shareholders transfer their shares or other interests in the Target to the acquirer, usually for consideration. Tax Transparency A tax principle that is, under German tax law, applicable to Partnerships. The Partnership itself is not a taxpayer, except for Trade Tax purposes, if the partnership conducts a trade business in Germany. Its profits and losses are allocated to its partners where they are subject to taxation at the partners individual tax rates. German tax law provides for an exception from the tax transparency of Partnerships if profits are not distributed to the partners. Tax Treaty Germany has concluded more than one hundred Conventions for the Avoidance of Double Taxation on Income with other jurisdictions, mostly following the OECD model treaty. Taxable Income Profit or income of a natural or legal person that is subject to Tax Vademecum 17

18 taxation. The taxable income is calculated as the difference between the earnings of a person or company and the expenses recognized for tax purposes. In principle, German tax law allows a full deduction of business expenses. One important exception to this rule is the limitation on the deductibility of interest expenses under the Interest Stripping Rules. The taxable income can differ from commercial income due to differing tax balance sheet rules, in particular with regard to the deductibility of business expenses for balance sheet and for tax purposes, and the increases and reductions to the balance sheet result for Corporate Income Tax and Trade Tax purposes. Trade Tax Additional income tax on trade income. Applies to German tax residents (individuals, Partnerships and Corporations) and to foreign individuals, partnerships and corporations which derive income from German trade business sources for which they maintain a Permanent Establishment in Germany. The average tax rate is 15% (depending on the municipality in which the business is carried out). Transfer of Assets The Assets and liabilities of the Target are transferred completely or partly to one or several acquirer(s). In consideration thereof, the shareholders of the Target receive 18

19 compensation in cash or other Assets, but not in the form of shares. The transfer of the Target s Assets for consideration results in a (taxable) Capital Gain. Under certain conditions, German Reorganization Tax Act allows a transfer of Assets that does not yield a Capital Gain. Tax Vademecum 19

20 Morgan Lewis is a leading international law firm with approximately 1,300 lawyers in 23 offices worldwide. For further information on our German and international tax practice please contact Dr. Joerg Siegels or Dr. Christian Zschocke at: Morgan, Lewis & Bockius LLP OpernTurm Frankfurt am Main Tel Fax:

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