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Bill n°5913 introduced to abolish Luxembourg capital duty on 1 January 2009

 

The key features of the Bill can be summarised as set out below.

  • The abolition of the fixed capital duty of EUR 1,250 applicable to undertakings for collective investments (UCIs), specialised investment funds (SIFs), venture capital companies (SICARs), securitisation vehicles and pension funds (SEPCAV and ASSEP).
  • The application of a fixed registration duty of EUR 50 to 100 at the moment of the incorporation of companies, the amendment of the articles of association or the transfer of the registered office or the place of effective management to Luxembourg. Public limited companies (SAs), European companies (SEs), corporate partnerships limited by shares (SCAs) and co-operatives organised as public limited companies will be subject to a fixed registration duty of EUR 100, while the registration duty for all other companies is EUR 50.
  • The abolition of the five-year claw-back period for exempt share mergers provided for by the current article 4-2 of the capital duty law. Consequently, shares contributed under the share merger exemption can be freely transferred as of 1 January 2009.

As a result of the abolition of capital duty, a registration duty for contributions of real estate located in Luxembourg is introduced at the following rates:

  • 1.2 per cent registration duty plus a transcription tax of 0.5 per cent where the contribution is remunerated by shares; or
  • 6 per cent registration duty plus a transcription tax of 1 per cent where the contribution is remunerated by other means.

Contributions of real estate located in Luxembourg will however remain exempt if they are realised within the framework of a qualifying corporate restructuring, i.e., the contribution by one or several companies of all its/their assets and liabilities or one or several business(es) to one or several companies, where the contribution is mainly remunerated by shares of the acquiring company.

 

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