With the recent update of its FAQs, the Federal Administrative Office has greatly expanded the criteria for determining a company’s beneficial owners. Companies subject to reporting requirements, shareholders and beneficial owners should be aware of the practical consequences this will have on their notification and reporting obligations.
When concluding a management board service agreement, a joint-stock company is represented by the supervisory board which must pass a resolution on the conclusion of the service agreement. When the agreement itself is subsequently concluded, the supervisory board is usually represented by its chairman. The Regional Court Munich I (ruling dated 13 February 2020; file no. 5 HK O 2393/19) has now dealt with the question of whether a supervisory board chairman who concludes a service agreement in the name of the company with a designated management board member in the absence of a corresponding supervisory board resolution is obliged to pay damages to the designated management board member.
Since 1 July 2020, special reporting obligations apply in Germany for so-called cross-border tax arrangements. These result from the implementation of the European Directive “DAC 6”. Cross-border tax arrangements must be reported to the Federal Central Tax Office within 30 days, otherwise fines may be imposed. The tax administrations of the EU Member States will exchange the disclosed information among themselves through an automated procedure.
In its ruling of 5 April 2018, the Munich Finance Court decided that the exemption from inheritance tax for family homes does not apply to an undeveloped, in terms of land register law independent plot of land, which adjoins the family home, even if the two plots of land form an economic unit. The appeal decision of the BFH is still pending.
The so-called Platform to Business Regulation (in short “P2B-Regulation”) establishes rules for the first time to achieve a certain balance in view of the steadily increasing power of platform operators on the Internet (“Platform Operators”). For some situations and problems that have proved to be particularly critical for companies in the past, the regulation attempts to encourage Platform Operators to be fairer. The future will show how effective this Regulation will actually be.
The Federal Ministry of Justice and Consumer Protection and the Federal Ministry of Finance have jointly presented a ministers’ bill for a law on the introduction of electronic securities. The bill focuses on creating a law on electronic securities (eWpG-E). This enables the replacement of securities certificates (verbrieften Wertpapieren) through registration in an electronic securities register. The bill treats securities based on cryptotechnology (e.g. blockchain) as a subset of electronic securities. In the future, it should be possible to issue and manage crypto-securities via decentralized crypto-securities registers without the involvement of intermediaries.
When businesses or parts of businesses are transferred, there is regularly an “automatic” transfer of existing employment relationships to the acquirer. The transfer of employment relationships on the occasion of a transfer of business is of great practical relevance and repeatedly the subject of court decisions. In individual cases, difficult questions may arise regarding the allocation of existing employment relationships. The European Court of Justice (“ECJ”) has now ruled that the proportional transfer of an employment relationship to several acquirers is also possible in principle.