Corporate, mergers and Acquisitions

Present at your side for the incorporation of your company in Luxembourg, b-avocats offers to be the daily partner of your business

Organisation of general meetings, drafting agreements (shareholders agreements, loan agreements, lease etc.), advice in commercial law and company law. Among the services regularly provided by our lawyers :

• Liaising with the Luxembourg authorities for trade permits and other authorisations;
• Management or directorship services;
• Setting-up of companies;
• Company secretarial services (such as the organisation of board meetings and shareholders’ meetings, the drafting of proxies, board resolutions and minutes, the maintaining of all statutory registers required by law and the filing with the Luxembourg trade and companies’ register);
• Establishment of branches or representative offices;
• Transfer of registered office;
• Change of corporate form / corporate object;
• Defining and implementing corporate governance rules;
• Organising relations among the shareholders;
• Mergers and acquisitions (M&A);
• Leveraged buy-outs (LBO) and management buy-outs (MBO);
• Liquidations;
• Legal opinions;
• International public offers (IPO).

To learn more about commercial and company law in Luxembourg, we invite you to contact Denis LENFANT.

Domestic and international taxation

Whatever your situation or your project is, its tax impact should never be underestimated.

The lawyers of b-avocats will identify with you whether a Luxembourg structure could suit your needs, keeping in mind a simple objective: the cost of the structure should be in proportion of its tax savings, within the limit allowed by the law.

In order to provide you with the best advice, b-avocats has frequent contacts with professionals of other jurisdictions (France, Belgium, the Netherlands, United Kingdom, Ireland, Italy, Switzerland, Spain, the United States etc.). Through this multidisciplinary approach of your tax issue, we will give you the keys to identify precisely your needs. You will then be able to decide which jurisdiction would be best for your needs (Europe, the United States or anywhere else in the world).

Among the services regularly provided by our lawyers:

• Design and implementation of efficient tax structures;
• Draft hybrid financial instrument (PECs, CPECs, profit participating loans, convertible bonds, zero coupon bonds, etc);
• Tax assistance during corporate reorganizations (merger, liquidation, sale, acquisition or disposal);
• Advice on how to take full advantage of the tax incentives;
• Tax planning for individuals and companies;
• Preparation and filing of VAT returns;
• Preparation and filing of the annual income tax and corporate tax return;
• Liaising with the Luxembourg tax authorities;
• Calculation of tax provisions;
• Litigation with the tax authorities.

Investment funds

Luxembourg is the world’s second largest funds jurisdiction in terms of domiciled assets of regulated funds, the United States being the largest.

The funds business is critically important for Luxembourg and the Luxembourg financial sector is committed to the continuous and stable growth of this domain.

b-avocats offers the following services in relation to investment funds :

• Advice on the key aspects of the creation, structuring, marketing and operation of investment funds, management entities and service providers of investment funds;
• Setting-up of Undertakings for Collective Investment in Transferable Securities (UCITS), Luxembourg retail funds (Part II funds), Specialized Investment Funds (SIF), Société d’Investissement à Capital Risque (SICAR) and Securitisation Vehicles (SV);
• We provide assistance regarding the operational and management aspects of investment funds, such as substance, risk management related issues and the selection of local service providers;
• Drafting of relevant documents, agreements and prospectus (offer document) for all fund types, including real-estate funds, hedge funds (alternative investment funds), leveraged funds, microfinance and Sharia compliant funds;
• We structure and organize private investment funds;
• We manage the relationship and submission of documentation to the supervisory body of the Luxembourg financial Sector, the Commission de Surveillance du Secteur Financier (CSSF);

We are also able to provide listing services on the Luxembourg Stock Exchange.

To learn more about investment funds, we invite you to contact Pascal BOUVY.

Insurance

Luxembourg life insurance contracts offer a number of distinct advantages including a unique level of investor protection, flexibility in contract design and asset allocation, fiscal neutrality and confidentiality guaranteed by law. These advantages make the Luxembourg life assurance contract one of the most widely used tools for wealth management and inheritance planning for sophisticated European – and international – clients.

Among the services regularly provided by our lawyers:

• Analysis of your legal and tax personal situation;
• Determination of the potential advantages of a life insurance contract in your tax and inheritance planning;
• Selection of an insurance company and a custodian bank for your assets;
• Review of the insurance contracts.

To learn more about insurances in Luxembourg, we invite you to contact Pascal BOUVY.