Online message – Friday 04/14/2023
Legislation | Draft bill for a Future Financing Act (BMF)
The Federal Ministry of Finance has
published the draft of a “Law on the Financing of Future-Securing Investments” (Future Financing Act – ZuFinG).
The aim of the project is to make it easier for start-ups, growth companies and SMEs as drivers of innovation to access the capital market and raise equity. With this in mind, regulations in financial market law, company law and tax law are to be further developed.
Digitization, reducing bureaucracy and internationalization should make the German financial market and Germany more attractive for both national and international companies and investors. Equities and listed securities should become more attractive as a capital investment in order to strengthen the demand side (incentives for shares as a capital investment) and the supply side (increase in the number of listed companies in Germany).
The following measures are planned:
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In particular, the acquisition of equity should become easier through regulatory simplifications for IPOs, corporate law simplifications for capital increases and the enabling of the introduction of shares with multiple voting rights.
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Open-ended real estate funds should also be able to acquire land on which there are only plants for the generation, transport and storage of electricity, gas or heat from renewable energies, and to operate these plants themselves. Legal certainty is created for the operation of systems on existing buildings.
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Digitization on the capital market is to be promoted. With the change of
Stock Corporation Act German law is opened up for electronic shares, namely for electronic registered shares that are entered in a central register or in a crypto securities register and for electronic bearer shares that are entered in a central register. Written form requirements in supervisory law are being replaced by digital communication options. -
In addition, foreseeable European requirements for the protection of customer assets held by crypto custodians are to be implemented and the handling of crypto assets in the event of their insolvency is to be clarified.
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The previous liability regulation for investment information sheets for crowd investing in
Securities Trading Act for project sponsors of swarm financing projects and for swarm financing service providers should adhere to the liability regulations in
Securities Prospectus Act
for securities information sheets (WIB) and in
Asset Investment Act be adapted for investment information sheets. -
Insofar as competitive disadvantages for Germany as a financial center result from unequal implementation of European legal requirements (VAT exemption for the administration of venture capital funds and for the administrative services of consortium leaders), an alignment with the legal framework in other European member states should take place. Exceptions to the general terms and conditions legal control for contracts between companies in the financial market area are intended to increase legal certainty, especially when it comes to orientation to international standards. The establishment of a comparison website for payment account fees at the Federal Financial Supervisory Authority (BAFin) should also ensure improved transparency and thus more competition. In addition, the German financial market should become more attractive for international participants through the explicit option of communicating with BAFin in English.
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Improved tax conditions for employee equity participation should make it easier for young companies to recruit employees and compete internationally for talent.
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By expanding state support for wealth accumulation (amendment to the fifth law on wealth accumulation), employees who have not previously been able to do so should also build up wealth through asset participation, which at the same time frees up the corresponding funds for investments.
From a tax point of view, the following measures should be highlighted:
Planned amendment of the EStG
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Increase in the tax-free allowance in Section 3 No. 39 Sentence 1 EStG from €1,440 to €5,000 (Section 3 No. 39 Sentence 1 EStG-E) for investments that in addition to the wages already owed be granted. The regulation is to take effect from 2024.
At the same time a
Incentive for observing a holding period of employee participation be set: In the cases of § 3 No. 39 EStG, the tax-free pecuniary benefits should not be included in the acquisition costs when determining the profit for capital income if the asset participation was sold within three years or transferred free of charge. As a result, withholding tax of 25% is levied not only on any capital gains, but also on the portion of the wages that was previously tax-free. This means that at least a final withholding tax of 25% should flow to the tax authorities if the employee sells the asset participation within three years (Section 20 (4b) – new – EStG). -
Extension of the tax regulations for the deferred taxation of non-cash benefits from employee shareholdings in § 19a EStG-E.
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Defusing the so-called dry income problem by adding a new paragraph 4b EStG to Section 19a EStG.
Amendment of the VAT Act:
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Extension of VAT exemptions to the administration of loans and loan collateral by lenders in order to implement EU legal requirements in national law (Section 4 No. 8 UStG-E).
Those: Draft of a future financing law, published on the
Federal Ministry of Finance website (il)
annotation: Message on April 14, 2023 supplemented with details on the planned tax regulations. (il)
Source(s):
NWB PAAAJ-37077