Full Description
This book contains several of the principal business laws of Luxembourg in the areas of taxation, corporate law and the financial sector, updated as of March 1, 2012. The six statutes are: The General Tax Act of 1931 (originally in German) The Income Tax Act of 1967 (originally in French) The Financial Sector Act of 1993 (originally in French) The Undertakings for Collective Investment Act of 2010 (originally in French) The Companies Act of 1915 (originally in French) The Registry Act of 2002 (originally in French) The statutes have all been translated by highly experienced legal translators, using U.S. English to the extent possible while still respecting entrenched EU terminology and official translations of the various EU Directives and Regulations that have been transposed into the domestic legislation. For purposes of consistency, the translators have attempted to harmonize terminology common to the various statutes. Furthermore, to provide some transparency to the translation process, the book provides a summary of the stylistic guidelines used to prepare the English text, along with a French-English glossary of terms and a German-English glossary of terms.
We believe that this book represents a unique achievement in Luxembourg legal publishing history; one that we hope will assist English-speaking lawyers and businesspersons with their understanding of Luxembourg law and allow them to better explain the legislation to their international clients. The Luxembourg Business Law Book will be updated on a regular basis.
Contents
Taxat ion P.1 General Tax Act (Abgabenordnung) of May 22, 1931 (Loi generale des impots) P.1 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 Pa rt 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.8 Section Five: Exclusion and Recusal of Officeholders P.8 Part Two: Taxation P.9 Section One: General Provisions P.9 Subsection One: Provisions on Proceedings P.9 Subsection Two: Substantive Provisions P.14 Section Two: Determination and Assessment of Taxes P.24 Subsection One: Duties of Taxpayers and Other Persons P.24 Subsection Two: Inquiry and Assessment Proceedings P.35 Section Three: Appeals P.43 Subsection One: Permissibility of Appeals P.43 Subsection Two: General Provisions on the Proceeding P.46 Section Four: Collection P.49 Section Five: Apportionment and Allocation Proceedings P.49 Subsection One: Apportionment Proceedings P.49 Subsection Two: Allocation Proceedings P.50 Part Three: Criminal Law and Criminal Proceedings P.50 Section One: Criminal Law P.50 Section Two: Criminal Proceedings P.55 Subsection One: General Provision P.55 Subsection Two: Administrative Penalty Proceedings P.55 Subsection Three: Judicial Proceedings P.61 Subsection Four: Dismissals P.63 Income Tax Act of December 4, 1967 P.65 Title I. - Personal Income Tax P.65 Chapter I - General Provisions P.65 Chapter II - Persons Subject to Taxation P.65 Chapter III - Joint Taxation P.65 Chapter IV - Taxable Income P.66 Section I - General Provisions P.66 Section II - Categories of Net Income and Common Provisions Relating Thereto P.67 Section III - Provisions Common to the Categories of Net Income Set Forth in Numbers 4 through 8 of Article 10 P.107 Section IV - Special Expenses P.111 Chapter V - Exemptions P.118 Chapter VI - Declaration - Tax Determination P.122 Chapter VII - Tax Calculation and Child Tax Relief P.122 Chapter VIII - Tax Collection P.136 Section I - Tax Installments P.136 Section II - Tax Withholding on Wages and Salaries P.136 Section III - Withholding Tax on Securities Income P.143 Section IV - Scope of Withholding at the Source P.146 Section IVbis - Investment Tax Credit P.149 Section IVter - Tax Credit for Self-Employed Workers P.151 Section V - Assessment of Taxable Income Subject to Withholding Tax P.152 Section VI - Payment of the Tax Established by Means of Assessment P.153 Section VII - Penalty Interest P.154 Chapter IX - Specific Provisions Regarding Non-resident Taxpayers P.155 Title II - Income Tax on Collective Entities P.159 Chapter I - General Provisions P.159 Chapter II - Collective Entities Subject to Tax P.159 Chapter III - Application of the Provisions regarding Income Tax on Individuals P.161 Chapter IV - Taxable Income P.161 Chapter V - Taxation of Collective Entities in Case of Liquidation, Merger, Transformation and Transfer of Registered Office P.167 Chapter VI - Tax Rates P.171 Title III - Additional Provisions and Temporary Provisions P.172 Financial sector P.177 Financial Sector Act of April 5, 1993 P.177 PART I: Access to the Professional Activities of the Financial Sector P.177 Chapter 1: The Authorization of Banks or Credit Institutions Governed by Luxembourg Law P.177 Section 1: Provisions of General Application P.177 Section 2: Specific Provisions Relating to Rural Savings Banks P.188 Section 3: Specific Provisions Relating to Banks Issuing Mortgage Bonds P.189 Section 4: Specific Provisions Applicable to Electronic Money Institutions P.196 Chapter 2: Authorization of FSPs P.197 Section 1: General Provisions P.197 Section 2: Specific Provisions Relating to Certain Categories of FSPs P.204 Chapter 3: Authorization for the Establishment of Branches and Freedom to Provide Services in Luxembourg by Credit Institutions or FSPs Governed by Foreign Law P.214 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 P.215 Chapter 5: Authorization for Payment Systems and Securities Transaction Settlement Systems. P.217 PART II: Professional Obligat ions, Prudential Rules and Rules of Conduct Applicable within the Financial Sector P.218 Chapter 1: Provisions Applicable to Luxembourg Institutions Participating in Payment Systems or Securities Transactions Settlement Systems P.219 Chapter 2: Provisions Applicable to FSPs Other Than Investment Firms P.219 Chapter 3: Provisions Applicable to Certain FSPs P.220 Chapter 4: Provisions Applicable to Credit Institutions and Investment Firms P.221 Chapter 5: Provisions Applicable to Credit Institutions and FSPs. P.227 PART IIbis: P.228 Chapter 1: Definitions and Scope of Application P.228 Chapter 2: Transparency of the Terms Applicable to Cross-Border Wire Transfers P.229 Chapter 3: Obligations of Institutions with Respect to Cross-Border Wire Transfers P.229 PART III: Prudential Supervision of the Financial Sector P.230 Chapter 1: The Competent Authority for Supervision and Its Tasks P.230 Chapter 2: Supervision of Credit Institutions, Certain Financial Institutions and Investment Firms Conducting Their Activities in Several Member States. P.235 Chapter 2bis: Prudential Supervision of Payment Systems and Securities Transaction Settlement Systems Authorized in Luxembourg. P.238 Chapter 3: Supervision of Credit Institutions on a Consolidated Basis. P.238 Chapter 3bis: Supervision of Investment Firms on a Consolidated Basis. P.251 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. P.252 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.265 Section III. - Parent Investment Firms in Luxembourg Having a Subsidiary that is 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. P.265 Chapter 3ter: Supplemental Supervision of Credit Institutions and Investment Firms in a Financial Conglomerate. P.266 Section 1: Definitions P.266 Section 2: Scope P.270 Section 3: Financial Position P.271 Section 4: Measures to Facilitate Supplemental Supervision P.275 Section 5: Third Countries P.279 Chapter 4: Resources for Prudential Supervision. P.280 PART IV: Reorganizat ion and Liquidat ion of Certa in Financial Sector Professionals P.284 Chapter 1 - Suspension of Payments P.286 Section 1 - Provisions Governing the Commencement of Suspension of Payment Proceedings for Institutions Governed by Luxembourg Law P.286 Section 2 - Specific Provisions Applicable to Luxembourg Branches of Institutions of Community Origin P.289 Section 3 - Specific Provisions Applicable to Luxembourg Branches of Institutions of Non-Community Origin P.289 Chapter 2 - Liquidation P.290 Section 1 - Voluntary Liquidations P.290 Section 2 - Provisions Governing Court-Supervised Liquidation of Institutions Governed by Luxembourg Law P.290 Section 3 - Specific Provisions Applicable to Luxembourg Branches of Institutions of Community Origin P.294 Section 4 - Specific Provisions Applicable to Luxembourg Branches of Institutions of Non-Community Origin P.295 Chapter 3 - Provisions Common to Reorganization Measures and Liquidation Proceedings P.296 Chapter 4: Specific Provisions Applicable to Payment Systems and Securities Transactions Settlement Systems P.299 PART IVbis: Deposit Guarantee Schemes for Credit Institutions P.300 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.300 Chapter 2: Coverage of Depositors with Luxembourg Branches of Credit Institutions Governed by the Law of Another Member State P.305 PART IVter: Investor Compensat ion Schemes for Credit Institutions and Investment Firms P.307 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. P.307 Chapter 2: Coverage of Investors with Luxembourg Branches of Credit Institutions or Investment Firms Governed by the Law of Another Member State P.313 PART V: Sanctions P.315 PART VI: Amendments, Repeals and Transitory Provisions P.317 Undertakings for Collective Investment Act of December 17, 2010 P.319 INTRODUCTION: DEFINITIONS P.319 PART I: UCITS P.322 Chapter 1 - General Provisions and Scope P.322 Chapter 2 - Common Funds in Transferable Securities P.322 Chapter 3 - SICAVs in Transferable Securities P.326 Chapter 4 - Other Investment Companies in Transferable Securities P.331 Chapter 5 - UCITS Investment Policy P.331 Chapter 6 - UCITS Established in Luxembourg that Market their Units in other Member States of the European Union P.337 Chapter 7 - UCITS established in other Member State of the European Union that Market their Units in Luxembourg. P.339 Chapter 8 - Mergers of UCITS P.340 A. - Principles, Authorization and Approval P.340 B. - Third-Party Control, Information for Unit-holders and other Rights of Unitholders P.343 C. - Costs and Entry into Effect P.344 Chapter 9 - Master-Feeder Structures P.345 A. - Scope and Authorization P.345 B. - Common Provisions for Master and Feeder UCITS P.347 C. - Depositaries and Approved Auditors P.347 D. - Compulsory Information and Marketing Communications by the Feeder UCITS P.348 E. - Conversion of Existing UCITS into Feeder UCITS and Change of Master UCITS P.349 F. - Obligations and Competent Authorities P.349 PART II: OTHER UCIs P.350 Chapter 10 - Scope P.350 Chapter 11 - Common Funds P.350 Chapter 12 - SICAVs P.351 Chapter 13 - UCIs That Do Not Have the Legal Form of a Common Fund or a SICAV P.353 PART III: FOREIGN UCIs P.355 Chapter 14 - General Provisions and Scope P.355 PART IV: MANAGEMENT COMPANIES P.355 Chapter 15 - Management Companies Managing UCITS Subject to Directive 2009/65/EC P.355 Title A. - Conditions for Acceptance into the Profession of Management Company with Registered Office in Luxembourg P.355 Title B. - Relations with Third Countries P.359 Title C. - Operating Conditions Applicable to Management Companies whose Registered Offices are in Luxembourg P.359 Title D. - Freedom of Establishment and Freedom to Provide Services P.361 Chapter 16 - Other Management Companies of Luxembourg UCIs P.368 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 P.369 Chapter 18 - Performance of Management Company Activities by Multilateral Development Banks P.370 TABLE OF CONTENTs VII PART V: GENERAL PROVISIONS APPLICABLE TO UCITS AND OTHER UCIs P.370 Chapter 19 - Approval P.370 Chapter 20 - Organizing Supervision P.371 A. - Competent Authority for Supervision P.371 B. - Cooperation with the Competent Authorities of the other Member States P.374 C. - Supervisory Powers and Power to Sanction P.376 Chapter 21 - Obligations Concerning Information to be Provided to Investors P.380 A. - Publication of a Prospectus and Periodical Reports P.380 B. - Publication of Other Information P.382 C. - Key Investor Information to be Prepared by a UCITS P.382 Chapter 22 - Criminal Provisions P.384 Chapter 23 - Tax Provisions P.385 Chapter 24 - Special Provisions Concerning Legal Form P.387 Chapter 25 - Transitional Provisions P.389 Chapter 26 - Amending, Repealing and Final Provisions P.390 Corporate law P.391 Commercial Companies Act of August 10, 1915. P.391 Section I - General Provisions. P.391 Section II. - General Pa rtnerships. P.397 Section III. - Limited Pa rtnerships. P.397 Section IV. - Public Limited Liability Companies and European Companies (SE). P.398 x1 - Nature and Classification of Public Limited Liability Companies and European companies (SE) P.398 x2. - Incorporation of Public Limited Liability Companies and European companies (SE) P.399 x3. - Shares and the Transfer Thereof. P.410 x4. - [...] P.413 x 4. - The Administration and Supervision of Public Limited Liability Companies and European Companies (SE). P.418 Sub-x1. - The Board of Directors. P.418 Sub-x2. - The Management Board and the Supervisory Board. P.421 Sub-x3. - Oversight by the Statutory Auditors P.425 Sub-x4. - Provisions Applicable to the Management Bodies, to the Supervisory Board and to the Statutory Auditors. P.426 x5. - General Meetings P.427 x6. - Inventories and Annual Financial Statements P.431 x7. - Certain Information to be Included in Instruments. P.433 x8. - Issuance of Bonds. P.434 x9. - Duration and Dissolution of Public Limited Liability Companies and European Companies (SE) P.440 x10. - Transfer of Registered Office of a European Company (SE) P.441 Subx1. - Procedure for Transfer of a Registered Office in the Grand Duchy of Luxembourg to another Member State. P.442 Sub-x2. - Effective Date of Transfer of the Registered Office. P.443 Section V. - Pa rtnerships Limited by Shares. P.444 Section VI. - Cooperat ive Companies. P.446 Subsection 1. - Cooperative Companies in General. P.446 x1- The Nature and Organization of Cooperative Companies. P.446 x2. - Changes in Membership and in Company Funds. P.448 x3. - Measures in the interest of third parties. P.449 Subsection 2. - Cooperative Companies Organized as Public Limited Liability Companies. P.450 Section VII. - Temporary Commercial Associat ions and Commercial Joint Ventures. P.453 Section VIII. - Liquidat ion of Companies. P.454 Section IX. - Legal Actions and Prescriptive Periods. P.456 Section X. - Companies Organized in Foreign Countries. P.457 Section XI. - Criminal Provisions. P.461 Additional Provisions. P.464 Section XII. - Private Limited Liability Companies. P.465 Section XIIbis. - Court-ordered Dissolution and Clo sure of Commercial Companies. P.471 Section XIII. - Corporate Financial Statement s. P.472 Subsection 1. - General Provisions. P.472 Subsection 2. - General Provisions with respect to the Balance Sheet and the Profit and Loss Statement. P.472 Subsection 3. - Format of the balance sheet. P.473 Subsection 4. - Specific Provisions with respect to Certain Balance Sheet Items. P.474 Subsection 5. - Format of the profit and loss statement. P.474 Subsection 6. - Specific provisions with respect to certain items in the profit and loss statement. P.475 Subsection 7. - Valuation rules. P.476 Subsection 8. - Content of the Notes to the Financial Statements. P.477 TABLE OF CONTENTs IX Subsection 9. - Content of the Management Report. P.477 Subsection 10. Publicity. P.478 Subsection 11. Audits. P.478 Subsection 12. - Special Rules for Dependent Companies. P.478 Subsection 13. - Temporary Provisions. P.479 Section XIV. - Mergers. P.479 Subsection I. Merger by Acquisition. P.480 Subsection II. Merger by Formation of a New Company. P.489 Subsection III. Acquisition of One Company by Another Company Holding Ninety (90%) Percent or More of its Shares, Units and Securities Conferringthe Right to Vote . P.490 Section XV. - Divisions P.492 Subsection I. Division by Acquisition. P.493 Subsection II. Division by the Formation of New Companies P.500 Subsection III. Other Operations Treated as Divisions P.500 Section XVbis. - Transfers of Assets, Business Divisions and All Assets and Liabilities.P.501 Section XVter. - Transfers of Professional Assets(Transferts de patrimoine professionnel)P.502 Section XVI. - Consolidate d Financial Statement s. P.504 Subsection 1. - Conditions for the establishment of consolidated financial statements P.504 Subsection 2. - Preparation of Consolidated Financial Statements P.509 Subsection 3. - Consolidated Annual Management Report P.517 Subsection 3bis - Duties and Liabilities with respect to the Preparation and Publication of Consolidated Financial Statements and the Consolidated Management Report P.518 Subsection 4. - Auditing of Consolidated Financial Statements P.518 Subsection 5. - Publication of Consolidated Financial Statements P.519 Subsection 6. - Consolidated Financial Statements Prepared in Accordance with International Accounting Standards P.520 Subsection 7. - Miscellaneous Provisions P.520 Trade and Companies Registry and Accounting Records and Annual Financial Statements of Undertakings Act of December 19, 2002 P.523 TITLE I. The Trade and Companies Registry P.523 Chapter I. General Provisions P.523 Chapter II. Required Filings for Individual Merchants P.523 Chapter III. Required Filings for Legal Persons P.525 Chapter IV. Communications and Other Required Registrations P.527 Chapter V. Names, Legal Names and Trade Names P.529 Chapter VI. Miscellaneous Provisions P.529 TITLE II. - Accounting and Annual Financial Statement s of Companies P.533 Chapter I - Obligation to Maintain Accounting Records and Prepare and File Annual Financial Statements P.533 Chapter II - Annual Financial Statements P.533 Section 1 - General Provisions P.533 Section 2. General Provisions Regarding the Balance Sheet and the Profit and Loss Statement P.534 Section 3. Layout of the Balance Sheet P.535 Section 4. - Special Provisions Relating to Certain Balance Sheet Items P.538 Section 5. Structure of the Profit and Loss Statement P.539 Section 6. - Provisions Specific to Certain Items of the Profit and Loss Statement P.540 Section 7 - Valuation Rules P.540 Section 7bis. Fair Value Valuation Rules P.545 Section 8. - Content of the Notes to the Financial Statements P.547 Section 9. - Content of the Annual Management Report P.550 Section 10 - Verification P.551 Section 10bis. Obligation and Duty with respect to the Preparation and Publication of the Annual Financial Statements and Management Report. P.552 Section 11. - Specific Rules Applicable to Parent Companies and Subsidiaries P.553 Chapter IIbis - Annual Financial Statements Prepared According to International Accounting Standards P.554 Chapter III. Accounting Standards Commission P.554 Chapter IV - Filing and Publication of Annual Financial Statements P.554 TITLE III. - Business License P.557 TITLE IV - Miscellaneo us, Amending, Repealing and Transitional Provisions P.558 Chapter 1 - Provisions Related to the Trade and Companies Registry P.558 Chapter II - Provisions Related to Accounting Records and Annual Financial Statements of Companies P.558 Chapter III. Miscellaneous and Transitional Provisions P.558 Index P.561 GLOSSARY P.589
