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eureos We advise personally. Corona – How you as a company will master the crisis. 08.05.2020

eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

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Page 1: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

eureosWe advise personally

Corona ndash How you as a company will master the crisis

08052020

Seite 2

Liquidity assistance and guarantees

Tax deferrals waiver of enforcement measures and late payment penalties

Flexible short-time allowance and working time arrangements

Suspension of obligations to file for insolvency

Changes in contract law corporate law and public procurement law

Immediate measures by the Federal Government to strengthen the economy

Seite 3

Liquidity assistance and guarantees

Seite 4

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (I)

Federal support programme Target group Application Contact

Entrepreneur Loan

Risk assumption for investment and operating resourcesbull Up to 80 risk assumption for large companies bull Up to 90 risk assumption for SMEs

The maximum amount of credit is limited tobull 25 of the annual turnover in 2019 orbull twice the wage costs of 2019 orbull the current financing needs for the next 18 months for SMEs or 12 months for

large enterprises orbull 50 of the total debt of your company for loans over 25 million euros bull Lending volume per corporate group up to EUR 1 billion

Interest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 pa

Term bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active on the market for at least 5 years

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 5

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (II)

Federal support programme Target group Application Contact

ERP Start-up Loan - Universal

Risk assumption for investment and operating resourcesbull Up to 80 risk assumption for large companies bull Up to 90 risk assumption for SMEsCredit limit is limited tobull 25 of the annual turnover in 2019 orbull twice the wage costs of 2019 orbull the current financing needs for the next 18 months for SMEs or 12 months for

large enterprises orbull 50 of the total debt of your company for loans over EUR 25 million bull Lending volume per corporate group up to EUR 1 billionInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active on the market for at least 3 years and less than 5 years

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger

Frank Huumlbner

ERP Start-up Loan - Universal

Loan for investments and working capital Requirement Your bank or savings bank bears the full riskInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active in the market for less than 3 years

Application to the house bank or financing partner

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 6

Federal support programme Target group Application Contact

ERP start-up loan - start-up money

Loan of up to 30000 euros for working capitalMultiple applications possible - up to a max amount of euro 100000Up to 80 risk assumption by KfW

Term bull up to 5 years with a maximum of 1 grace year and a fixed interest

rate for the entire duration of the creditbull up to 10 years with a maximum of 2 grace periods and a fixed

interest rate for the entire duration of the loan

Business start-ups company successors self-employed persons in temporary sideline

Application to the house bank or financing partner

Special programme Direct participation for consortium financingldquo

Participation of KfW in syndicated financing for investments and working capital

KfW risk share - at least EUR 25 millionRisk assumption up to 80 of the project (max 50 of the risks of the total debt)Duration Up to 6 years

All medium-sized and large companies Companies which as of 31122019 werenot a firm in difficulty according to the EU definition

Application to the house bank or financing partner

Loan for growth - syndicated financing or risk sub-participation byKfW

For investments and working capital KfW risk share between EUR 75 million and EUR 100 million up to 70 of project financing

Commercial companies that have been on the market for more than 5 years Turnover lt EUR 5 billionForeign projects of German companies

Invitation of KfW by the financing partner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (III)

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 7

Federal support programme Target group Application Contact

KfW Quick Loan for SMEsSubsidised loan for purchases and running costs

bull Up to euro 500000 for companies with up to 50 employeesbull Up to euro 800000 for companies with 50 or more employees

-gt max 25 percent of annual turnover 2019

bull Term up to 10 years up to two grace yearsbull The interest rate is based on the development of the capital

market and is fixed at the latest when KfW makes its commitment

100 percent risk assumption by KfW - no risk assessment by the main bank

Until 31122020 the applicant may not apply for another KfW loan in addition to the KfW Quick Loan 2020

Prerequisite Profit generation in 2019 or on average over the last three fiscal years

Special conditionsbull Remuneration for managing directors and managing partners may

not exceed a maximum amount of EUR 150000 per year and per person during the term of the loan

bull Profit and dividend distributions (the latter only if not required by law) are not permitted during the term of the loan

Companies that have been active in the market at least since 2019 no firms in difficulty

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (IV)

Seite 8

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (V)

Federal support programme Target group Application Contact

Contracting guarantees (to assist in the corona crisis and for companies in the energy efficiency and renewable energy sector)Deficiency guarantees of the Federal GovernmentFederal Guarantees

Guarantee amounts from EUR 10 millionRisk coverage of up to 80

Private companies in the commercial sector nationwide

Competent application officeGuarantees for amounts of EUR 10 million or more shall be addressed to PwC GmbH Berlin

The guarantee banks and financing associations of the Federal States are responsible for other guarantee programmes

Dirk-Ulrich Kruumlger Frank Huumlbner

Export credit guarantees so-called Hermes CoverSuretiesguarantees for export credits in particular supply service and financing contracts to support export business

Guarantee conditions depend on transaction type export country and duration and business risk assessment

Export transactions on short payment terms (up to 24 months) can be covered within the EU and in certain OECD countries by state export credit guarantees of the Federal Government

Beneficiary countries EU countries Australia Canada Iceland Japan New Zealand Norway Switzerland USA and the United Kingdom

The extended cover facilities are initially limited until 31122020

Export companies with their registered office in Germanycredit institutions at home and abroad provided they handle export transactions of domestic companies SMEs are considered to be particularly eligible

Responsible contact personEuler Hermes Aktiengesellschaft Berlin

Guarantees up to approx euro 2 million are provided mainly by the guarantee banks and credit guarantee associations of the federal states guarantees up to euro 10 million are covered by the federal statesstate development institutions in addition guarantees are provided by the federal governments large guarantee programme with the involvement of parallel state guarantees

Seite 9

Federal support programme Target group Application Contact

Corona Emergency Aid for Micro-enterprises and Solo Self-employed PersonsPrerequisite Economic difficulties as a result of Coronabull Up to EUR 9000 one-off payment for 3 months for up

to 5 employees (full-time equivalents)bull Up to EUR 15000 one-off payment for 3 months for

up to 10 employees (full-time equivalents)

Micro-enterprises from all economic sectors as well as self-employed persons agriculturalists and members of the liberal professions

Saxony electronically at SAB Saxony-Anhalt electronically or in writing at IB Saxony-AnhaltThuringia in writing to ThuumlringerAufbaubank

Existence threats or liquidity shortages caused by Corona must be insured

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (VI)

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

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Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 2: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 2

Liquidity assistance and guarantees

Tax deferrals waiver of enforcement measures and late payment penalties

Flexible short-time allowance and working time arrangements

Suspension of obligations to file for insolvency

Changes in contract law corporate law and public procurement law

Immediate measures by the Federal Government to strengthen the economy

Seite 3

Liquidity assistance and guarantees

Seite 4

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (I)

Federal support programme Target group Application Contact

Entrepreneur Loan

Risk assumption for investment and operating resourcesbull Up to 80 risk assumption for large companies bull Up to 90 risk assumption for SMEs

The maximum amount of credit is limited tobull 25 of the annual turnover in 2019 orbull twice the wage costs of 2019 orbull the current financing needs for the next 18 months for SMEs or 12 months for

large enterprises orbull 50 of the total debt of your company for loans over 25 million euros bull Lending volume per corporate group up to EUR 1 billion

Interest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 pa

Term bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active on the market for at least 5 years

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 5

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (II)

Federal support programme Target group Application Contact

ERP Start-up Loan - Universal

Risk assumption for investment and operating resourcesbull Up to 80 risk assumption for large companies bull Up to 90 risk assumption for SMEsCredit limit is limited tobull 25 of the annual turnover in 2019 orbull twice the wage costs of 2019 orbull the current financing needs for the next 18 months for SMEs or 12 months for

large enterprises orbull 50 of the total debt of your company for loans over EUR 25 million bull Lending volume per corporate group up to EUR 1 billionInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active on the market for at least 3 years and less than 5 years

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger

Frank Huumlbner

ERP Start-up Loan - Universal

Loan for investments and working capital Requirement Your bank or savings bank bears the full riskInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active in the market for less than 3 years

Application to the house bank or financing partner

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 6

Federal support programme Target group Application Contact

ERP start-up loan - start-up money

Loan of up to 30000 euros for working capitalMultiple applications possible - up to a max amount of euro 100000Up to 80 risk assumption by KfW

Term bull up to 5 years with a maximum of 1 grace year and a fixed interest

rate for the entire duration of the creditbull up to 10 years with a maximum of 2 grace periods and a fixed

interest rate for the entire duration of the loan

Business start-ups company successors self-employed persons in temporary sideline

Application to the house bank or financing partner

Special programme Direct participation for consortium financingldquo

Participation of KfW in syndicated financing for investments and working capital

KfW risk share - at least EUR 25 millionRisk assumption up to 80 of the project (max 50 of the risks of the total debt)Duration Up to 6 years

All medium-sized and large companies Companies which as of 31122019 werenot a firm in difficulty according to the EU definition

Application to the house bank or financing partner

Loan for growth - syndicated financing or risk sub-participation byKfW

For investments and working capital KfW risk share between EUR 75 million and EUR 100 million up to 70 of project financing

Commercial companies that have been on the market for more than 5 years Turnover lt EUR 5 billionForeign projects of German companies

Invitation of KfW by the financing partner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (III)

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 7

Federal support programme Target group Application Contact

KfW Quick Loan for SMEsSubsidised loan for purchases and running costs

bull Up to euro 500000 for companies with up to 50 employeesbull Up to euro 800000 for companies with 50 or more employees

-gt max 25 percent of annual turnover 2019

bull Term up to 10 years up to two grace yearsbull The interest rate is based on the development of the capital

market and is fixed at the latest when KfW makes its commitment

100 percent risk assumption by KfW - no risk assessment by the main bank

Until 31122020 the applicant may not apply for another KfW loan in addition to the KfW Quick Loan 2020

Prerequisite Profit generation in 2019 or on average over the last three fiscal years

Special conditionsbull Remuneration for managing directors and managing partners may

not exceed a maximum amount of EUR 150000 per year and per person during the term of the loan

bull Profit and dividend distributions (the latter only if not required by law) are not permitted during the term of the loan

Companies that have been active in the market at least since 2019 no firms in difficulty

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (IV)

Seite 8

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (V)

Federal support programme Target group Application Contact

Contracting guarantees (to assist in the corona crisis and for companies in the energy efficiency and renewable energy sector)Deficiency guarantees of the Federal GovernmentFederal Guarantees

Guarantee amounts from EUR 10 millionRisk coverage of up to 80

Private companies in the commercial sector nationwide

Competent application officeGuarantees for amounts of EUR 10 million or more shall be addressed to PwC GmbH Berlin

The guarantee banks and financing associations of the Federal States are responsible for other guarantee programmes

Dirk-Ulrich Kruumlger Frank Huumlbner

Export credit guarantees so-called Hermes CoverSuretiesguarantees for export credits in particular supply service and financing contracts to support export business

Guarantee conditions depend on transaction type export country and duration and business risk assessment

Export transactions on short payment terms (up to 24 months) can be covered within the EU and in certain OECD countries by state export credit guarantees of the Federal Government

Beneficiary countries EU countries Australia Canada Iceland Japan New Zealand Norway Switzerland USA and the United Kingdom

The extended cover facilities are initially limited until 31122020

Export companies with their registered office in Germanycredit institutions at home and abroad provided they handle export transactions of domestic companies SMEs are considered to be particularly eligible

Responsible contact personEuler Hermes Aktiengesellschaft Berlin

Guarantees up to approx euro 2 million are provided mainly by the guarantee banks and credit guarantee associations of the federal states guarantees up to euro 10 million are covered by the federal statesstate development institutions in addition guarantees are provided by the federal governments large guarantee programme with the involvement of parallel state guarantees

Seite 9

Federal support programme Target group Application Contact

Corona Emergency Aid for Micro-enterprises and Solo Self-employed PersonsPrerequisite Economic difficulties as a result of Coronabull Up to EUR 9000 one-off payment for 3 months for up

to 5 employees (full-time equivalents)bull Up to EUR 15000 one-off payment for 3 months for

up to 10 employees (full-time equivalents)

Micro-enterprises from all economic sectors as well as self-employed persons agriculturalists and members of the liberal professions

Saxony electronically at SAB Saxony-Anhalt electronically or in writing at IB Saxony-AnhaltThuringia in writing to ThuumlringerAufbaubank

Existence threats or liquidity shortages caused by Corona must be insured

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (VI)

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 3: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 3

Liquidity assistance and guarantees

Seite 4

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (I)

Federal support programme Target group Application Contact

Entrepreneur Loan

Risk assumption for investment and operating resourcesbull Up to 80 risk assumption for large companies bull Up to 90 risk assumption for SMEs

The maximum amount of credit is limited tobull 25 of the annual turnover in 2019 orbull twice the wage costs of 2019 orbull the current financing needs for the next 18 months for SMEs or 12 months for

large enterprises orbull 50 of the total debt of your company for loans over 25 million euros bull Lending volume per corporate group up to EUR 1 billion

Interest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 pa

Term bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active on the market for at least 5 years

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 5

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (II)

Federal support programme Target group Application Contact

ERP Start-up Loan - Universal

Risk assumption for investment and operating resourcesbull Up to 80 risk assumption for large companies bull Up to 90 risk assumption for SMEsCredit limit is limited tobull 25 of the annual turnover in 2019 orbull twice the wage costs of 2019 orbull the current financing needs for the next 18 months for SMEs or 12 months for

large enterprises orbull 50 of the total debt of your company for loans over EUR 25 million bull Lending volume per corporate group up to EUR 1 billionInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active on the market for at least 3 years and less than 5 years

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger

Frank Huumlbner

ERP Start-up Loan - Universal

Loan for investments and working capital Requirement Your bank or savings bank bears the full riskInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active in the market for less than 3 years

Application to the house bank or financing partner

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 6

Federal support programme Target group Application Contact

ERP start-up loan - start-up money

Loan of up to 30000 euros for working capitalMultiple applications possible - up to a max amount of euro 100000Up to 80 risk assumption by KfW

Term bull up to 5 years with a maximum of 1 grace year and a fixed interest

rate for the entire duration of the creditbull up to 10 years with a maximum of 2 grace periods and a fixed

interest rate for the entire duration of the loan

Business start-ups company successors self-employed persons in temporary sideline

Application to the house bank or financing partner

Special programme Direct participation for consortium financingldquo

Participation of KfW in syndicated financing for investments and working capital

KfW risk share - at least EUR 25 millionRisk assumption up to 80 of the project (max 50 of the risks of the total debt)Duration Up to 6 years

All medium-sized and large companies Companies which as of 31122019 werenot a firm in difficulty according to the EU definition

Application to the house bank or financing partner

Loan for growth - syndicated financing or risk sub-participation byKfW

For investments and working capital KfW risk share between EUR 75 million and EUR 100 million up to 70 of project financing

Commercial companies that have been on the market for more than 5 years Turnover lt EUR 5 billionForeign projects of German companies

Invitation of KfW by the financing partner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (III)

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 7

Federal support programme Target group Application Contact

KfW Quick Loan for SMEsSubsidised loan for purchases and running costs

bull Up to euro 500000 for companies with up to 50 employeesbull Up to euro 800000 for companies with 50 or more employees

-gt max 25 percent of annual turnover 2019

bull Term up to 10 years up to two grace yearsbull The interest rate is based on the development of the capital

market and is fixed at the latest when KfW makes its commitment

100 percent risk assumption by KfW - no risk assessment by the main bank

Until 31122020 the applicant may not apply for another KfW loan in addition to the KfW Quick Loan 2020

Prerequisite Profit generation in 2019 or on average over the last three fiscal years

Special conditionsbull Remuneration for managing directors and managing partners may

not exceed a maximum amount of EUR 150000 per year and per person during the term of the loan

bull Profit and dividend distributions (the latter only if not required by law) are not permitted during the term of the loan

Companies that have been active in the market at least since 2019 no firms in difficulty

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (IV)

Seite 8

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (V)

Federal support programme Target group Application Contact

Contracting guarantees (to assist in the corona crisis and for companies in the energy efficiency and renewable energy sector)Deficiency guarantees of the Federal GovernmentFederal Guarantees

Guarantee amounts from EUR 10 millionRisk coverage of up to 80

Private companies in the commercial sector nationwide

Competent application officeGuarantees for amounts of EUR 10 million or more shall be addressed to PwC GmbH Berlin

The guarantee banks and financing associations of the Federal States are responsible for other guarantee programmes

Dirk-Ulrich Kruumlger Frank Huumlbner

Export credit guarantees so-called Hermes CoverSuretiesguarantees for export credits in particular supply service and financing contracts to support export business

Guarantee conditions depend on transaction type export country and duration and business risk assessment

Export transactions on short payment terms (up to 24 months) can be covered within the EU and in certain OECD countries by state export credit guarantees of the Federal Government

Beneficiary countries EU countries Australia Canada Iceland Japan New Zealand Norway Switzerland USA and the United Kingdom

The extended cover facilities are initially limited until 31122020

Export companies with their registered office in Germanycredit institutions at home and abroad provided they handle export transactions of domestic companies SMEs are considered to be particularly eligible

Responsible contact personEuler Hermes Aktiengesellschaft Berlin

Guarantees up to approx euro 2 million are provided mainly by the guarantee banks and credit guarantee associations of the federal states guarantees up to euro 10 million are covered by the federal statesstate development institutions in addition guarantees are provided by the federal governments large guarantee programme with the involvement of parallel state guarantees

Seite 9

Federal support programme Target group Application Contact

Corona Emergency Aid for Micro-enterprises and Solo Self-employed PersonsPrerequisite Economic difficulties as a result of Coronabull Up to EUR 9000 one-off payment for 3 months for up

to 5 employees (full-time equivalents)bull Up to EUR 15000 one-off payment for 3 months for

up to 10 employees (full-time equivalents)

Micro-enterprises from all economic sectors as well as self-employed persons agriculturalists and members of the liberal professions

Saxony electronically at SAB Saxony-Anhalt electronically or in writing at IB Saxony-AnhaltThuringia in writing to ThuumlringerAufbaubank

Existence threats or liquidity shortages caused by Corona must be insured

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (VI)

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

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Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

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Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

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Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

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Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

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Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

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Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

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Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

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Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

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Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

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Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

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Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

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Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

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Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 4: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 4

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (I)

Federal support programme Target group Application Contact

Entrepreneur Loan

Risk assumption for investment and operating resourcesbull Up to 80 risk assumption for large companies bull Up to 90 risk assumption for SMEs

The maximum amount of credit is limited tobull 25 of the annual turnover in 2019 orbull twice the wage costs of 2019 orbull the current financing needs for the next 18 months for SMEs or 12 months for

large enterprises orbull 50 of the total debt of your company for loans over 25 million euros bull Lending volume per corporate group up to EUR 1 billion

Interest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 pa

Term bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active on the market for at least 5 years

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 5

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (II)

Federal support programme Target group Application Contact

ERP Start-up Loan - Universal

Risk assumption for investment and operating resourcesbull Up to 80 risk assumption for large companies bull Up to 90 risk assumption for SMEsCredit limit is limited tobull 25 of the annual turnover in 2019 orbull twice the wage costs of 2019 orbull the current financing needs for the next 18 months for SMEs or 12 months for

large enterprises orbull 50 of the total debt of your company for loans over EUR 25 million bull Lending volume per corporate group up to EUR 1 billionInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active on the market for at least 3 years and less than 5 years

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger

Frank Huumlbner

ERP Start-up Loan - Universal

Loan for investments and working capital Requirement Your bank or savings bank bears the full riskInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active in the market for less than 3 years

Application to the house bank or financing partner

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 6

Federal support programme Target group Application Contact

ERP start-up loan - start-up money

Loan of up to 30000 euros for working capitalMultiple applications possible - up to a max amount of euro 100000Up to 80 risk assumption by KfW

Term bull up to 5 years with a maximum of 1 grace year and a fixed interest

rate for the entire duration of the creditbull up to 10 years with a maximum of 2 grace periods and a fixed

interest rate for the entire duration of the loan

Business start-ups company successors self-employed persons in temporary sideline

Application to the house bank or financing partner

Special programme Direct participation for consortium financingldquo

Participation of KfW in syndicated financing for investments and working capital

KfW risk share - at least EUR 25 millionRisk assumption up to 80 of the project (max 50 of the risks of the total debt)Duration Up to 6 years

All medium-sized and large companies Companies which as of 31122019 werenot a firm in difficulty according to the EU definition

Application to the house bank or financing partner

Loan for growth - syndicated financing or risk sub-participation byKfW

For investments and working capital KfW risk share between EUR 75 million and EUR 100 million up to 70 of project financing

Commercial companies that have been on the market for more than 5 years Turnover lt EUR 5 billionForeign projects of German companies

Invitation of KfW by the financing partner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (III)

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 7

Federal support programme Target group Application Contact

KfW Quick Loan for SMEsSubsidised loan for purchases and running costs

bull Up to euro 500000 for companies with up to 50 employeesbull Up to euro 800000 for companies with 50 or more employees

-gt max 25 percent of annual turnover 2019

bull Term up to 10 years up to two grace yearsbull The interest rate is based on the development of the capital

market and is fixed at the latest when KfW makes its commitment

100 percent risk assumption by KfW - no risk assessment by the main bank

Until 31122020 the applicant may not apply for another KfW loan in addition to the KfW Quick Loan 2020

Prerequisite Profit generation in 2019 or on average over the last three fiscal years

Special conditionsbull Remuneration for managing directors and managing partners may

not exceed a maximum amount of EUR 150000 per year and per person during the term of the loan

bull Profit and dividend distributions (the latter only if not required by law) are not permitted during the term of the loan

Companies that have been active in the market at least since 2019 no firms in difficulty

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (IV)

Seite 8

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (V)

Federal support programme Target group Application Contact

Contracting guarantees (to assist in the corona crisis and for companies in the energy efficiency and renewable energy sector)Deficiency guarantees of the Federal GovernmentFederal Guarantees

Guarantee amounts from EUR 10 millionRisk coverage of up to 80

Private companies in the commercial sector nationwide

Competent application officeGuarantees for amounts of EUR 10 million or more shall be addressed to PwC GmbH Berlin

The guarantee banks and financing associations of the Federal States are responsible for other guarantee programmes

Dirk-Ulrich Kruumlger Frank Huumlbner

Export credit guarantees so-called Hermes CoverSuretiesguarantees for export credits in particular supply service and financing contracts to support export business

Guarantee conditions depend on transaction type export country and duration and business risk assessment

Export transactions on short payment terms (up to 24 months) can be covered within the EU and in certain OECD countries by state export credit guarantees of the Federal Government

Beneficiary countries EU countries Australia Canada Iceland Japan New Zealand Norway Switzerland USA and the United Kingdom

The extended cover facilities are initially limited until 31122020

Export companies with their registered office in Germanycredit institutions at home and abroad provided they handle export transactions of domestic companies SMEs are considered to be particularly eligible

Responsible contact personEuler Hermes Aktiengesellschaft Berlin

Guarantees up to approx euro 2 million are provided mainly by the guarantee banks and credit guarantee associations of the federal states guarantees up to euro 10 million are covered by the federal statesstate development institutions in addition guarantees are provided by the federal governments large guarantee programme with the involvement of parallel state guarantees

Seite 9

Federal support programme Target group Application Contact

Corona Emergency Aid for Micro-enterprises and Solo Self-employed PersonsPrerequisite Economic difficulties as a result of Coronabull Up to EUR 9000 one-off payment for 3 months for up

to 5 employees (full-time equivalents)bull Up to EUR 15000 one-off payment for 3 months for

up to 10 employees (full-time equivalents)

Micro-enterprises from all economic sectors as well as self-employed persons agriculturalists and members of the liberal professions

Saxony electronically at SAB Saxony-Anhalt electronically or in writing at IB Saxony-AnhaltThuringia in writing to ThuumlringerAufbaubank

Existence threats or liquidity shortages caused by Corona must be insured

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (VI)

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 5: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 5

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (II)

Federal support programme Target group Application Contact

ERP Start-up Loan - Universal

Risk assumption for investment and operating resourcesbull Up to 80 risk assumption for large companies bull Up to 90 risk assumption for SMEsCredit limit is limited tobull 25 of the annual turnover in 2019 orbull twice the wage costs of 2019 orbull the current financing needs for the next 18 months for SMEs or 12 months for

large enterprises orbull 50 of the total debt of your company for loans over EUR 25 million bull Lending volume per corporate group up to EUR 1 billionInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active on the market for at least 3 years and less than 5 years

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger

Frank Huumlbner

ERP Start-up Loan - Universal

Loan for investments and working capital Requirement Your bank or savings bank bears the full riskInterest ratebull For large companies between 2 and 212 pabull For SMEs between 1 and 146 paTerm (with risk assumption) bull up to 6 years for a loan amount over 800000 Euro bull up to 10 years for a loan amount up to 800000 Euro

SMEs and large companies that have been active in the market for less than 3 years

Application to the house bank or financing partner

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 6

Federal support programme Target group Application Contact

ERP start-up loan - start-up money

Loan of up to 30000 euros for working capitalMultiple applications possible - up to a max amount of euro 100000Up to 80 risk assumption by KfW

Term bull up to 5 years with a maximum of 1 grace year and a fixed interest

rate for the entire duration of the creditbull up to 10 years with a maximum of 2 grace periods and a fixed

interest rate for the entire duration of the loan

Business start-ups company successors self-employed persons in temporary sideline

Application to the house bank or financing partner

Special programme Direct participation for consortium financingldquo

Participation of KfW in syndicated financing for investments and working capital

KfW risk share - at least EUR 25 millionRisk assumption up to 80 of the project (max 50 of the risks of the total debt)Duration Up to 6 years

All medium-sized and large companies Companies which as of 31122019 werenot a firm in difficulty according to the EU definition

Application to the house bank or financing partner

Loan for growth - syndicated financing or risk sub-participation byKfW

For investments and working capital KfW risk share between EUR 75 million and EUR 100 million up to 70 of project financing

Commercial companies that have been on the market for more than 5 years Turnover lt EUR 5 billionForeign projects of German companies

Invitation of KfW by the financing partner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (III)

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 7

Federal support programme Target group Application Contact

KfW Quick Loan for SMEsSubsidised loan for purchases and running costs

bull Up to euro 500000 for companies with up to 50 employeesbull Up to euro 800000 for companies with 50 or more employees

-gt max 25 percent of annual turnover 2019

bull Term up to 10 years up to two grace yearsbull The interest rate is based on the development of the capital

market and is fixed at the latest when KfW makes its commitment

100 percent risk assumption by KfW - no risk assessment by the main bank

Until 31122020 the applicant may not apply for another KfW loan in addition to the KfW Quick Loan 2020

Prerequisite Profit generation in 2019 or on average over the last three fiscal years

Special conditionsbull Remuneration for managing directors and managing partners may

not exceed a maximum amount of EUR 150000 per year and per person during the term of the loan

bull Profit and dividend distributions (the latter only if not required by law) are not permitted during the term of the loan

Companies that have been active in the market at least since 2019 no firms in difficulty

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (IV)

Seite 8

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (V)

Federal support programme Target group Application Contact

Contracting guarantees (to assist in the corona crisis and for companies in the energy efficiency and renewable energy sector)Deficiency guarantees of the Federal GovernmentFederal Guarantees

Guarantee amounts from EUR 10 millionRisk coverage of up to 80

Private companies in the commercial sector nationwide

Competent application officeGuarantees for amounts of EUR 10 million or more shall be addressed to PwC GmbH Berlin

The guarantee banks and financing associations of the Federal States are responsible for other guarantee programmes

Dirk-Ulrich Kruumlger Frank Huumlbner

Export credit guarantees so-called Hermes CoverSuretiesguarantees for export credits in particular supply service and financing contracts to support export business

Guarantee conditions depend on transaction type export country and duration and business risk assessment

Export transactions on short payment terms (up to 24 months) can be covered within the EU and in certain OECD countries by state export credit guarantees of the Federal Government

Beneficiary countries EU countries Australia Canada Iceland Japan New Zealand Norway Switzerland USA and the United Kingdom

The extended cover facilities are initially limited until 31122020

Export companies with their registered office in Germanycredit institutions at home and abroad provided they handle export transactions of domestic companies SMEs are considered to be particularly eligible

Responsible contact personEuler Hermes Aktiengesellschaft Berlin

Guarantees up to approx euro 2 million are provided mainly by the guarantee banks and credit guarantee associations of the federal states guarantees up to euro 10 million are covered by the federal statesstate development institutions in addition guarantees are provided by the federal governments large guarantee programme with the involvement of parallel state guarantees

Seite 9

Federal support programme Target group Application Contact

Corona Emergency Aid for Micro-enterprises and Solo Self-employed PersonsPrerequisite Economic difficulties as a result of Coronabull Up to EUR 9000 one-off payment for 3 months for up

to 5 employees (full-time equivalents)bull Up to EUR 15000 one-off payment for 3 months for

up to 10 employees (full-time equivalents)

Micro-enterprises from all economic sectors as well as self-employed persons agriculturalists and members of the liberal professions

Saxony electronically at SAB Saxony-Anhalt electronically or in writing at IB Saxony-AnhaltThuringia in writing to ThuumlringerAufbaubank

Existence threats or liquidity shortages caused by Corona must be insured

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (VI)

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

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Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 6: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 6

Federal support programme Target group Application Contact

ERP start-up loan - start-up money

Loan of up to 30000 euros for working capitalMultiple applications possible - up to a max amount of euro 100000Up to 80 risk assumption by KfW

Term bull up to 5 years with a maximum of 1 grace year and a fixed interest

rate for the entire duration of the creditbull up to 10 years with a maximum of 2 grace periods and a fixed

interest rate for the entire duration of the loan

Business start-ups company successors self-employed persons in temporary sideline

Application to the house bank or financing partner

Special programme Direct participation for consortium financingldquo

Participation of KfW in syndicated financing for investments and working capital

KfW risk share - at least EUR 25 millionRisk assumption up to 80 of the project (max 50 of the risks of the total debt)Duration Up to 6 years

All medium-sized and large companies Companies which as of 31122019 werenot a firm in difficulty according to the EU definition

Application to the house bank or financing partner

Loan for growth - syndicated financing or risk sub-participation byKfW

For investments and working capital KfW risk share between EUR 75 million and EUR 100 million up to 70 of project financing

Commercial companies that have been on the market for more than 5 years Turnover lt EUR 5 billionForeign projects of German companies

Invitation of KfW by the financing partner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (III)

Streamlining of the application process For loans of up to EUR 3 million per enterprise KfW waives its own risk assessment Risk assessment is carried out only by the main bank Loans of up to EUR 10 million are subject to simplified assessment by KfW Recommendation Agree the scope of the documents to be submitted with your main bank since requirements differ depending on the company sector and situation

Seite 7

Federal support programme Target group Application Contact

KfW Quick Loan for SMEsSubsidised loan for purchases and running costs

bull Up to euro 500000 for companies with up to 50 employeesbull Up to euro 800000 for companies with 50 or more employees

-gt max 25 percent of annual turnover 2019

bull Term up to 10 years up to two grace yearsbull The interest rate is based on the development of the capital

market and is fixed at the latest when KfW makes its commitment

100 percent risk assumption by KfW - no risk assessment by the main bank

Until 31122020 the applicant may not apply for another KfW loan in addition to the KfW Quick Loan 2020

Prerequisite Profit generation in 2019 or on average over the last three fiscal years

Special conditionsbull Remuneration for managing directors and managing partners may

not exceed a maximum amount of EUR 150000 per year and per person during the term of the loan

bull Profit and dividend distributions (the latter only if not required by law) are not permitted during the term of the loan

Companies that have been active in the market at least since 2019 no firms in difficulty

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (IV)

Seite 8

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (V)

Federal support programme Target group Application Contact

Contracting guarantees (to assist in the corona crisis and for companies in the energy efficiency and renewable energy sector)Deficiency guarantees of the Federal GovernmentFederal Guarantees

Guarantee amounts from EUR 10 millionRisk coverage of up to 80

Private companies in the commercial sector nationwide

Competent application officeGuarantees for amounts of EUR 10 million or more shall be addressed to PwC GmbH Berlin

The guarantee banks and financing associations of the Federal States are responsible for other guarantee programmes

Dirk-Ulrich Kruumlger Frank Huumlbner

Export credit guarantees so-called Hermes CoverSuretiesguarantees for export credits in particular supply service and financing contracts to support export business

Guarantee conditions depend on transaction type export country and duration and business risk assessment

Export transactions on short payment terms (up to 24 months) can be covered within the EU and in certain OECD countries by state export credit guarantees of the Federal Government

Beneficiary countries EU countries Australia Canada Iceland Japan New Zealand Norway Switzerland USA and the United Kingdom

The extended cover facilities are initially limited until 31122020

Export companies with their registered office in Germanycredit institutions at home and abroad provided they handle export transactions of domestic companies SMEs are considered to be particularly eligible

Responsible contact personEuler Hermes Aktiengesellschaft Berlin

Guarantees up to approx euro 2 million are provided mainly by the guarantee banks and credit guarantee associations of the federal states guarantees up to euro 10 million are covered by the federal statesstate development institutions in addition guarantees are provided by the federal governments large guarantee programme with the involvement of parallel state guarantees

Seite 9

Federal support programme Target group Application Contact

Corona Emergency Aid for Micro-enterprises and Solo Self-employed PersonsPrerequisite Economic difficulties as a result of Coronabull Up to EUR 9000 one-off payment for 3 months for up

to 5 employees (full-time equivalents)bull Up to EUR 15000 one-off payment for 3 months for

up to 10 employees (full-time equivalents)

Micro-enterprises from all economic sectors as well as self-employed persons agriculturalists and members of the liberal professions

Saxony electronically at SAB Saxony-Anhalt electronically or in writing at IB Saxony-AnhaltThuringia in writing to ThuumlringerAufbaubank

Existence threats or liquidity shortages caused by Corona must be insured

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (VI)

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 7: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 7

Federal support programme Target group Application Contact

KfW Quick Loan for SMEsSubsidised loan for purchases and running costs

bull Up to euro 500000 for companies with up to 50 employeesbull Up to euro 800000 for companies with 50 or more employees

-gt max 25 percent of annual turnover 2019

bull Term up to 10 years up to two grace yearsbull The interest rate is based on the development of the capital

market and is fixed at the latest when KfW makes its commitment

100 percent risk assumption by KfW - no risk assessment by the main bank

Until 31122020 the applicant may not apply for another KfW loan in addition to the KfW Quick Loan 2020

Prerequisite Profit generation in 2019 or on average over the last three fiscal years

Special conditionsbull Remuneration for managing directors and managing partners may

not exceed a maximum amount of EUR 150000 per year and per person during the term of the loan

bull Profit and dividend distributions (the latter only if not required by law) are not permitted during the term of the loan

Companies that have been active in the market at least since 2019 no firms in difficulty

Application to the house bank or financing partner

Dirk-Ulrich Kruumlger Frank Huumlbner

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (IV)

Seite 8

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (V)

Federal support programme Target group Application Contact

Contracting guarantees (to assist in the corona crisis and for companies in the energy efficiency and renewable energy sector)Deficiency guarantees of the Federal GovernmentFederal Guarantees

Guarantee amounts from EUR 10 millionRisk coverage of up to 80

Private companies in the commercial sector nationwide

Competent application officeGuarantees for amounts of EUR 10 million or more shall be addressed to PwC GmbH Berlin

The guarantee banks and financing associations of the Federal States are responsible for other guarantee programmes

Dirk-Ulrich Kruumlger Frank Huumlbner

Export credit guarantees so-called Hermes CoverSuretiesguarantees for export credits in particular supply service and financing contracts to support export business

Guarantee conditions depend on transaction type export country and duration and business risk assessment

Export transactions on short payment terms (up to 24 months) can be covered within the EU and in certain OECD countries by state export credit guarantees of the Federal Government

Beneficiary countries EU countries Australia Canada Iceland Japan New Zealand Norway Switzerland USA and the United Kingdom

The extended cover facilities are initially limited until 31122020

Export companies with their registered office in Germanycredit institutions at home and abroad provided they handle export transactions of domestic companies SMEs are considered to be particularly eligible

Responsible contact personEuler Hermes Aktiengesellschaft Berlin

Guarantees up to approx euro 2 million are provided mainly by the guarantee banks and credit guarantee associations of the federal states guarantees up to euro 10 million are covered by the federal statesstate development institutions in addition guarantees are provided by the federal governments large guarantee programme with the involvement of parallel state guarantees

Seite 9

Federal support programme Target group Application Contact

Corona Emergency Aid for Micro-enterprises and Solo Self-employed PersonsPrerequisite Economic difficulties as a result of Coronabull Up to EUR 9000 one-off payment for 3 months for up

to 5 employees (full-time equivalents)bull Up to EUR 15000 one-off payment for 3 months for

up to 10 employees (full-time equivalents)

Micro-enterprises from all economic sectors as well as self-employed persons agriculturalists and members of the liberal professions

Saxony electronically at SAB Saxony-Anhalt electronically or in writing at IB Saxony-AnhaltThuringia in writing to ThuumlringerAufbaubank

Existence threats or liquidity shortages caused by Corona must be insured

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (VI)

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

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Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

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Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

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Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

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Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

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Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

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Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

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Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

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Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

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Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

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Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

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Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

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Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

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Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 8: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 8

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (V)

Federal support programme Target group Application Contact

Contracting guarantees (to assist in the corona crisis and for companies in the energy efficiency and renewable energy sector)Deficiency guarantees of the Federal GovernmentFederal Guarantees

Guarantee amounts from EUR 10 millionRisk coverage of up to 80

Private companies in the commercial sector nationwide

Competent application officeGuarantees for amounts of EUR 10 million or more shall be addressed to PwC GmbH Berlin

The guarantee banks and financing associations of the Federal States are responsible for other guarantee programmes

Dirk-Ulrich Kruumlger Frank Huumlbner

Export credit guarantees so-called Hermes CoverSuretiesguarantees for export credits in particular supply service and financing contracts to support export business

Guarantee conditions depend on transaction type export country and duration and business risk assessment

Export transactions on short payment terms (up to 24 months) can be covered within the EU and in certain OECD countries by state export credit guarantees of the Federal Government

Beneficiary countries EU countries Australia Canada Iceland Japan New Zealand Norway Switzerland USA and the United Kingdom

The extended cover facilities are initially limited until 31122020

Export companies with their registered office in Germanycredit institutions at home and abroad provided they handle export transactions of domestic companies SMEs are considered to be particularly eligible

Responsible contact personEuler Hermes Aktiengesellschaft Berlin

Guarantees up to approx euro 2 million are provided mainly by the guarantee banks and credit guarantee associations of the federal states guarantees up to euro 10 million are covered by the federal statesstate development institutions in addition guarantees are provided by the federal governments large guarantee programme with the involvement of parallel state guarantees

Seite 9

Federal support programme Target group Application Contact

Corona Emergency Aid for Micro-enterprises and Solo Self-employed PersonsPrerequisite Economic difficulties as a result of Coronabull Up to EUR 9000 one-off payment for 3 months for up

to 5 employees (full-time equivalents)bull Up to EUR 15000 one-off payment for 3 months for

up to 10 employees (full-time equivalents)

Micro-enterprises from all economic sectors as well as self-employed persons agriculturalists and members of the liberal professions

Saxony electronically at SAB Saxony-Anhalt electronically or in writing at IB Saxony-AnhaltThuringia in writing to ThuumlringerAufbaubank

Existence threats or liquidity shortages caused by Corona must be insured

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (VI)

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

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Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

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Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

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Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

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Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 9: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 9

Federal support programme Target group Application Contact

Corona Emergency Aid for Micro-enterprises and Solo Self-employed PersonsPrerequisite Economic difficulties as a result of Coronabull Up to EUR 9000 one-off payment for 3 months for up

to 5 employees (full-time equivalents)bull Up to EUR 15000 one-off payment for 3 months for

up to 10 employees (full-time equivalents)

Micro-enterprises from all economic sectors as well as self-employed persons agriculturalists and members of the liberal professions

Saxony electronically at SAB Saxony-Anhalt electronically or in writing at IB Saxony-AnhaltThuringia in writing to ThuumlringerAufbaubank

Existence threats or liquidity shortages caused by Corona must be insured

Liquidity assistance from the Federal Government Corona auxiliary programmes at a glance (VI)

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

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Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

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Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

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Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

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Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

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Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 10: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 10

Support programme Target group Application Contact

Programme for the Rescue and Restructuring of SMEs (RuB)Temporary liquidity protection for the preparation of the restructuring concept and the financing of the restructuring measuresLoan amount from EUR 20000 to EUR 500000 with a fixed interest rate customary in the market

SMEs in the industrial sector in economic difficulties located in Saxony

Electronic application to the SAB

Required documents (selection)Detailed presentation of the causes of the crisis and measures introduced

Dirk-Ulrich Kruumlger Frank Huumlbner

Crisis management and restartFinancial support for the preparation of insolvency plans and the re-start after completion of the plan insolvency proceedingsLoan amount min EUR 25000 to max EUR 1 million Duration max 48 months

SMEs in industry trade and services

Application to the SAB

Proof of remediation capability eg within the framework of a remediation concept according to IDW S6

Guarantee schemeGuarantees for loans guarantees and lease financing for investments business succession and working capitalGuarantee amount EUR 2 million to EUR 10 millionMaturities of up to 15 years depending on the requirements of the individual case

SMEs and non-SMEs in the commercial sector freelancers and business start-ups based in Saxony

Written application to the SAB

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VII)

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

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Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

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Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

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Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

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Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 11: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 11

Liquidity assistance - Free State of SaxonyCorona auxiliary programmes at a glance (VIII)

Support programme Target group Application Contact

Emergency aid loan Saxony helps immediatelyldquoIt promotes a need for liquidity for companies that are confronted with a decline in sales through no fault of their own due to the effects of the coronavirus The expected decline in sales should amount to at least 20 of the current fiscal year

Loan amount min EUR 5000 to max EUR 50000 Interest-free (in individual cases also a maximum amount of up to EUR 100000)Duration 10 years including up to three grace years

Sole proprietors (solo self-employed) micro-enterprises and freelancers in Saxony with an annual turnover of max 100 employees

No enterprises in difficulty before 31122019

Written or electronic application to the SAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Support programme for enterprises in agriculture forestry aquaculture and fisheries

Loan amount min 5000 euro to max 100000 euroInterest rate 05Duration Up to six years

Agricultural forestry fisheries and aquaculture enterprises with a maximum of 100 employees

Further information will follow shortly

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

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Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 12: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 12

Support programme Target group Application Contact

Guarantee programmes to secure investment projects (machinery equipment real estate) business successions working capital guarantee and credit lines Amount up to 80 of the financing or EUR 2 million Can also be structured as a guarantee without a bank (BoB)

Start-up companies or established companies with investment location in Saxony

Application via the house bank

Dirk-Ulrich Kruumlger Frank Huumlbner

Silent and direct equity financing of MBG for business start-ups growth and innovation projects Silent partnership EUR 25000 to EUR 1 millionDirect investment up to EUR 750000

Start-up companies and established companies in Saxony

Application to BBS or MBG Own resources required

Express liquiditySecuring liquidity financing in the wake of the effects of the corona virusGuarantee amount up to 70 of the financing orEUR 100000Up to 60 of working capital financing

Existing companies in Saxony Application via the house bank or the service portal

Liquidity assistance - Free State of Saxony Corona auxiliary programmes at a glance (IX)

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

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Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

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Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

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Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 13: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 13

Support programme Target group Application Contact

Consolidation fund for SMEsSupport for companies in the Corona crisis

Consolidation amount up to EUR 2 millionLoan term of up to years free to be repaid over 2 years

SMEs in industry (including tourism) with their registered officebusiness premises in Thuringia

Application to the TABApplication to the TAB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee programme for Liquidity support and risk reliefCollateralisation of loans and guarantees to finance investments and working capitalGuarantee amount 80 of the loan or guarantee line up to a maximum of euro 3 million

Commercial enterprisesFreelancerPersons in a managerial position who wish to invest in a company with the help of the loan

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees

Commercial enterprises solo self-employed persons and freelancers with registered office permanent establishment in Thuringia who started their activities no later than 1522020

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (X)

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

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Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

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Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

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Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 14: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 14

Support programme Target group Application Contact

Emergency aid programme Non-profit-making institutions - Expansion of the existing emergency aid programme for micro-enterprises and self-employed persons (p 7)

Prerequisite Economic difficulties as a result of CoronaNon-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employees incl honorary staff FSJ FOumlJ participants and project staff

Non-profit associations with economic activityNon-profit enterprises and foundations in the social youth education sports arts culture and media sectors

Application to the TAB orGesellschaft fuumlr Wirtschaftsfoumlrderung und Arbeit (GfAW) Thuringia

Application forms are currently being prepared

Free State of Thuringia State Guarantee ProgrammeCollateralisation of investment and working capital cyclical financing and succession and restructuringGuarantee amount euro 3 million to a maximum of euro 10 million

Commercial enterprisesFreelancerNatural persons as founders of new businesses

Antragstellung bei einem Kreditinstitut einer Leasinggesellschaft oder einer sonstigen KapitalsammelstelleAntragsstellung auch bei der PwC GmbH Erfurt moumlglich

Dirk-Ulrich Kruumlger Frank Huumlbner

Default guarantees for loans and equity financing of investments development costs costs of market closure Working capital financing and company acquisitionsGuarantee amount up to 80 of the loan amount or EUR 250000Silent partnership up to EUR 1250000Open participation up to EUR 300000

Start-up and established companies with investment location in Thuringia with SME status

Application directly to the MBG Thuringia

Liquidity assistance - Free State of Thuringia Corona auxiliary programmes at a glance (XI)

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 15: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 15

Support programme Target group Application Contact

Various loan programmes under SME loansInterim financing pre-financing of contracts and other operating expenditureSME loans up to EUR 15 millionInterim financing up to EUR 3 million

Start-upsSMES Freelancer based in Saxony-Anhalt No companies in economic difficulties

Application to the IB Saxony-Anhalt

Dirk-Ulrich KruumlgerFrank Huumlbner

Loans on insolvency assets for the maintenance of business operations within the scope of insolvency (application) proceedings and for the pre-financing of the insolvency default money Term from 6 to 18 months

SMEs based in Saxony-Anhalt in insolvency proceedings

Application to the IB Saxony-AnhaltFunding excluded in debtorlsquospersonal insolvencymanagement

Land guarantees of Saxony-Anhalt for investment working capital and guarantee creditsGuarantee amount up to 70 or max EUR 105 million

Commercial enterprisesFreelance professionalsSponsors of social cultural scientific institutionsInvestment permanent establishment in Saxony-Anhalt

Application to IB Saxony-Anhalt before the loan isgranted

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XII)

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

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Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

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Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

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Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

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Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

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Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

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Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

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Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

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Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

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Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

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Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

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Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

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Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 16: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 16

Support programme Target group Application Contact

Corona 2020 Emergency Aid Programme - Expansion of the existing emergency aid programme for micro-enterprises and the self-employed (p 7)

Prerequisite Economic difficulties as a result of CoronaOne-off non-repayable grant Up to 9000 euro for up to 5 employeesUp to 15000 euro for up to 10 employeesUp to 20000 euro for up to 25 employeesUp to 30000 euro for up to 50 employeesLabour costs personnel costs and life-support costs are not eligible

Commercial enterprises self-employed persons and freelancers with headquarters permanent establishment in Saxony-Anhalt

Application to the IB

Dirk-Ulrich Kruumlger Frank Huumlbner

Guarantee schemeBB Classiceg for start-ups working capital financing guaranteelines current accounts relocations and much moreFor small investment volumes also as guarantee withoutbankGuarantee amount up to 80 of the financing amount max euro 125 million

SMEs in all sectors based in Saxony-Anhalt

Application to the BB

Participation programs Growth Foundation and SuccessionSilent participations for companies as economic equity for optimized creditworthiness and ratings Investments from euro 25000 to a maximum of euro 1 million in individual cases up to euro 25 million

SMEs in all sectors based in Saxony-Anhalt

Liquidity assistance - Saxony-Anhalt Corona auxiliary programmes at a glance (XIII)

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

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Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

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Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

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Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 17: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 17

Liquidity assistance ndash Agricultural primary production

Corona auxiliary programmes at a glance (XIV)

Support programme Target group Application Contact

Corona aid from Rentenbank - liquidity protection loans for companies Loans for working capital necessary operating expenses or for debt service

Depending on the case Rentenbank may grant a one-time subsidy which can currently amount to up to 150 of the loan amount The maximum amount of the loan and the subsidy are limited by state aid regulations

Loan amount up to a maximum of 10 million eurosDuration 4 6 or 10 yearsEffective interest rate from 100 to 761The programme is limited until 30 June 2021 at the latest

SMEs in agriculture including viticulture and horticulture which have liquidity needs due to the spread of the corona virus

Application to the house bank

When an application is submitted the person concerned must explain how he is affected and submit a statement of aid

The aid declaration shall contain information on all de minimis aid received and applied for in the current and previous two calendar years

Dirk-Ulrich Kruumlger Frank Huumlbner

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 18: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 18

Usually the following documentsinformation are required for the processing of applications

Presentation of the business concept and business model proof of SME status

Presentation of the earnings and liquidity situation

Description of financing requirements long-term business concept

Integrated corporate planning - including earnings and liquidity forecast

Presentation of the financing planning within the framework of a viable overall financing

For companies in difficulty additional documents on the causes of the crisis and a restructuring concept according to IDW S6 may be necessary

Against the background of the current exceptional situation the financing partners are endeavouring to provide rapid liquidity assistance process incoming applications within a few banking days and accelerate approval processes overall

Application and requirementsWhat documentsinformation do you need

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 19: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

We will find the right subsidy for your company and support you in the application process - please contact us

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Frank Huumlbner

Senior Associate

Phone + 49 (0) 351 4976 15902

fhuebnereureosde

p wwweureosde

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 20: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 20

Tax deferrals waiver of enforcement measures and late payment penalties

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 21: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 21

Measures of the financial administration(federal government)

Measures Contact

Determination of a basic catalogue of measures already agreed on in mid-March

bull Facilitate tax authorities to grant tax deferrals where the collection of taxes wouldconstitute a significant hardship

bull Waiver of late payment penalties and enforcement measures until December 312020 if the company is directly affected by the pandemic

bull Facilitating the adjustment of advance paymentsbull Instructions to the customs administration and the Federal Central Tax Office

(BZSt) to meet the taxpayers needs (for customs measures see here)

Soumlren Muumlnch Arell BuchtaInes Kanitz

The Federal Ministry of Finance (BMF) and also the tax authorities of the individual states have taken tax policy measures to help avoid liquidity shortages

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 22: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 22

Measures of the financial administration(federal government)

Measures Contact

Communication of the tax measures in a letter dated March 19 2020 - the followingkey agreements were therefore reached between the BMF and the supreme taxauthorities of the federal states

bull Until 31 December 2020 taxpayers who are demonstrably directly and notinconsiderably affected may submit applications for deferral of taxes alreadydue or becoming due by that date as well as applications for adjustment ofadvance payments of income and corporation tax stating their circumstancesApplications should not be rejected on the grounds that the value of the lossesincurred cannot be proven Applications for deferral of taxes due after December31 2020 or applications for adjustments of advance payments which only concernperiods after December 31 2020 must be specially justified

bull Deferral granted forbull Corporate income taxbull Peronsal income taxbull VAT

bull Deferral expressively not granted for withholding taxes (wage tax capital gains taxetc)

bull No strict requirements are to be set for the review of deferralsbull Possibility of regularly waiving the corresponding deferral interest

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 23: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 23

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Refrain from enforcement measures until December 31 2020 for all taxes inarrears or due by that date provided that the tax office becomes aware on thebasis of information from the debtor in enforcement or otherwise that the debtorin enforcement is directly and not insignificantly affected Surcharges for latepayment are to be waived

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measures taken by the BMFbull Special payments for employees up to EUR 1500 are tax free and free

of social security charges in 2020 (Newsletter dated April 6 2020 as wellas our Update dated April 9 2020 regarding the corresponding BMF-letter dated April 9 2020)

bull Extension of the dealine for the submission of wage tax returns uponapplication if delay of transmission can be proven and is without fault fora maximum of two months (BMF-letter dated April 23 2020)

bull BMF-letter dated April 24 2020 on flat-rate loss carrybacks (Newsletterdated April 28 2020)

bull Application for a lump-sum reduction of advance payments alreadymade within the time limits of sec 37 subsection 3 sentence 3 EStG fortaxpayers with profit income and income from renting and leasing thathave not yet been assessed for the 2019 assessment period and taxpayerswho are directly and significantly negatively affected on the basis of alump-sum loss carryback from 2020 (BMF-letter dated April 24 2020)

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 24: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 24

Measures of the financial administration(federal government)

Measures Contact

Federal Ministry of Finance (continued)

bull Announcement to reduce the VAT rate for catering services from July 1 2020 to7 limited until June 30 2021

bull Publication of a FAQ by the Munich chamber of tax advisors and by the BMFbull Temporary consulting arrangements with Luxembourg (BMF-letter dated April 6

2020) the Netherlands (BMF-letter dated April 8 2020) and Austria (BMF-letterdated April 16 2020) published to avoid a change in the right of taxation forcross-border commuters in the home office

Soumlren Muumlnch Arell BuchtaInes Kanitz

Key points Corona emergency aid for small enterprises and the self-employedbull Emergency aid for micro-enterprises from all sectors self-employed persons and

members of the liberal professions with up to ten employeesbull Up to EUR 9000 one-off payment for three months for up to five

employees (full-time equivalents)bull Up to EUR 15000 one-off payment for three months for up to ten

employees (full-time equivalents)bull If rent is reduced by at least 20 unused subsidy can be used for two

more monthsbull Requirements

bull Economic difficulties as a result of the Corona crisisbull Company must not have been in financial difficulties before March 2020bull Announcement of the processing of applications by the authorities of the

federal states

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

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Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

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Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

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Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 25: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 25

Measures of the financial administration(federal government)

Measures Contact

Key points Corona emergency aid for small enterprises and the self-employed

bull Submitting an applicationbull Electronic application if possiblebull Existence threat or liquidity shortage due to the pandemic must be

provenbull Competent authorities of the individual countries to be announced

bull Tax treatmentbull Consideration with an effect on profit for the tax assessment for income

tax or corporation tax in the coming yearbull The key points of the resolution are published on the homepage of the BMF

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Supplementing the existing programmes with a package of measures specificallydesigned to meet the needs of start-ups (gradual implementation)

bull Short-term provision of public funds to public venture capital investors atumbrella fund and fund level

bull Possibility for umbrella investors KfW Capital and EIF to acquire sharesfrom defaulting fund investors (in the future)

bull Facilitate venture capital and equity substitution financing for start-upswithout venture capitalists

bull Additional information on the homepage of the BMF

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 26: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 26

Further measures of the federal government

Measures Contact

bull With regard to the federal taxes administered by the Customs and managed bythe Customs administration (such as import VAT energy tax or air transport tax)the main Customs offices have been instructed to provide adequate assistance totaxpayers ndash in particular the following measures may be considered

bull Deferral of taxes until December 31 2020bull Suspension of enforcementbull Adjustment of advance payments until December 31 2020

bull Applications shall be justified and the link with the Corona crisis must bedemonstrated

bull Applications shall be submitted to the responsible main customs office Soumlren Muumlnch Arell BuchtaInes Kanitzbull Administrative instruction of the BMF and the customs administration for the

production of disinfectants for pharmacies dated March 17 2020bull Production of biocidal products for hygienic hand disinfection is subject to

approval according to VO (EU) No 5282012 (EU Biocide Regulation)bull Pharmacists have not been allowed to manufacture such productsbull Exemption of Art 55 of the EU Biocide Regulation used (authorization

requirement suspended) so that pharmacies are allowed to use alcoholtax-free to produce disinfectants without authorization procedure - initiallyvalid until 31 May 2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 27: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 27

Further measures of the federal government

Measures Contact

bull Extension of the measure mentioned above to legal persons under public law(universities etc)

bull Further measures to prevent a shortage of disinfectantsbull All persons who are holders of a permit for the tax-free use of

undenatured alcohol for the production of pharmaceuticals (users) mayalso use the same permit for the production of disinfectants with effectfrom 20032020

bull The user must present his permit to the consignor (tax warehouse owneror registered consignor) of the undenatured alcohol as proof of entitlementto the permit the documentation requirements stipulated in sect 35 AlkStVmust be complied with during transport (carrying an accompanyingdocument in multiple copies to confirm receipt of the goods by the userand the customs administration)

bull Users may also deliver alcohol to tax warehouses pharmacies or other authorizedusers for the production of disinfectants In accordance with sect 62 AlkStV the userno longer has to obtain prior permission from his main customs office

bull Proof of the entitlement to purchase must be requested from the user (egoperating license from pharmacies etc)

bull The measures initially apply until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 28: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 28

Other federal measures with tax consequences

Measures Contact

Financial relief especially for small and medium-sized enterprises (SMEs) due toimmediate creation of home office jobs via a special and unbureaucratic procedurewithin the framework of the go-digital support programmebull Promotion of individual consulting and implementation of home office solutions

(installation of specific software and configuration of existing hardware) Excludedare pure investment measures in hardware and standard software

bull Reimbursement of up to 50 of the costs of supportive advice provided by aconsultancy firm authorised by the BMWi in the relevant region Application forfunding and implementation of the measures by the consulting company Scopeof funding maximum of 30 days at a maximum daily consultancy fee of EUR1100

bull Eligible for funding legally independent commercial enterprises including craftenterprises with technological potential lt 100 employees full-year turnover orprevious years balance sheet of no more than EUR 20 million

bull Measures can be started earlier without a grant approval notice

Soumlren Muumlnch Arell BuchtaInes Kanitz

bull Further measuresbull Promotion of consultancy services for SMEs and freelance professionals

up to a consultancy value of EUR 4000 without own contribution (pressrelease)

bull Kfw quick loans for SMEs (press release)

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 29: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 29

Other federal measures with tax consequences

Measures Contact

Law to mitigate the consequences of the COVID 19 pandemic in civil insolvency andcriminal tax law

bull Package of measures was apporved by the Federal Council (Bundesrat) on March27 2020

bull Creation of the possibility to prepare the balance sheet relevant for therespective transformation process in the case of reorganisations in deviationfrom sect 17 sub-section 2 sentence 4 UmwG as of the cut-off date up to twelvemonths before application for registration in the commercial register(extension of retroactive effect)

bull Scope of application via sect 2 UmwStG also for reorganisation tax law unlessUmwStG provides for special regulations so that an extension of the tax paybackperiod is only applicable in the following cases

bull Mergers of corporationsbull Splits and spin-offs of corporations

bull Initially retroactive effect will continue to be eight months due to the explicitregulations in sectsect 9 and 20 sub-section 6 UmwStG for spin-offs change of legalform of corporations conversions of partnerships and contribution cases

bull Consultations on a Corona Tax Aid Act (not yet implemented) (Newsletter datedMay 7 2020 and Newsletter dated May 5 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 30: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 30

Measures Contact

Orders of the supreme tax authorities of the federal states on trade tax measures totake account of the effects of coronavirus dated March 19 2020bull Authorisation of the tax offices to adjust the advance trade tax payments in

accordance with section 19 (3) sentence 3 of the GewStG in the event ofknowledge of changes in circumstances with regard to trade income for thecurrent period - in particular for cases in which the tax office arranges advancepayments of income and corporation tax (R 192 (1) sentence 5 of the GewStR)

bull Reduction of advance payments of trade tax by request of the taxpayer who isdirectly and not insignificantly affected to adjust the trade tax base for thepurposes of advance payments until December 31 2020 explaining thecircumstances

bull Applications are not to be rejected because the taxpayer is unable to prove thevalue of the loss incurred

bull The municipalities determine the trade tax prepayments in accordance with thetrade tax assessment amounts determined by the tax office for the purposes of theadvance payments

bull Please note Applications for deferrals and waiver shall still be adressed to themunicipals (sec 1 GewStG and R 16 (1) GewStR)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 31: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 31

Measures of the financial administration(federal states)

Measures Contact

bull Other coordinated measuersbull BMF-letter dated April 9 2020 on investment tax measures to take

account of the economic consequences of the Corona crisisbull BMF-letter dated April 9 2020 on tax measures to assist people affected

by the Corona crisis (in particular tax relief for non-profit organisations ndashNewsletter dated April 15 2020)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 32: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 32

Measures Contact

Free State of Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for deferral or reduction of advance paymentsbull Possibility of retrospectively reducing special VAT advance payments for 2020 to

EUR 0 by means of an informal application to the relevant tax officebull Waiver of property tax regulated in sec 33 GrStG applications for remission shall

be submitted to the municipalities (sec 2 GrStR) within the application period(sec 34 (3) GrStG) also applies to deferral of the property tax

bull Extension of deadline for submitting tax returns in 2018 by application bymembers of tax advisory professions that are directly and not negligibly affectedby the crisis can be retroactively granted from March 1 2020 to May 31 2020Surcharges for delay that have already been assessed can be waived on requestfor such a retrospectively extension of the deadline

bull QampA published on the homepage of the Saxon financial administrationbull Liquidity programme for individual companies freelance professionals and small

companiesndash applications can be found here

Soumlren Muumlnch Arell BuchtaInes Kanitz

Measures of the financial administration(federal states)

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 33: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 33

Measures of the financial administration(federal states)

Measures Contact

Thuringia bull Aid measures such as the Federal Government (see also BMF measures)bull Simplified application form for tax reliefbull Upon receipt of such requests it should be ensured that no reminders are sent

that any direct debit that may have been issued is not carried out and that noenforcement action is taken

bull Extension of the deadline for filing annual tax returns 2018 without verification offault retroactively from February 29 2020 initially until May 31 2020

Soumlren Muumlnch Arell BuchtaInes Kanitz

Saxony-Anhalt bull Aid measures such as the Federal Government (see also BMF measures)bull Decree dated March 23 2020 Applications for deadline extensions by members

of the tax advisory professions who are also affected by the Corona crisis are tobe granted thus extension retroactively from March 1 2020 to May 31 2020delay surcharges already assessed are to be remitted (press release dated March25 2020)

bull Assurance of liquidity aid in coordination with the Investitionsbank Sachsen-Anhalt (in particular deferrals and suspension of repayments deferral ofenforcement waiver of loan cancellations and other instruments in the event ofinsolvency) - Website of the Ministry of Finance of Saxony-Anhalt

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 34: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 34

Measures of the financial administration(federal states)

Measures Contact

Baden-Wuerttemberg

bull Aid measures such as the Federal Government (see also BMF measures)bull Interest-free deferment of rent and leases by the free state for tenants in state-

owned buildings for companies and other institutions acting as tenantsbull Model form for the implementation of the tax measuresbull Delays in processing tax returns (OFD Karlsruhe of March 20 2020

Berlin bull Aid measures such as the Federal Government (see also BMF measures)bull Generous granting also of subsequent extensions of the deadline for submitting

tax returnsbull Payment of refunds as promptly as possible but possibly longer processing times

for assessmentbull Simplified application form for federal measures (homepage)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 35: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 35

Measures of the financial administration(federal states)

Measures Contact

Free State of Bavaria

bull Interest-free deferrals of income corporation and turnover taxbull Reduction of advance payments of trade tax to zerobull Application form to apply for tax relief to apply for an interest-free deferral of tax

payments and to apply for a reduction of tax prepayments trade tax assessmentfor the purposes of advance payments of trade tax

bull Tax offices should be able to waive the usual monthly deferral interest in wholeor in part in individual cases

bull Repayment on request of any special advance payment on value added taxalready made

bull Demand for tax cuts

Soumlren Muumlnch Arell BuchtaInes Kanitz

Bremen bull Aid measures such as the Federal Government (see also BMF measures)bull Remission of late payment finesbull Tenants of public properties may upon application initially defer the rent for up

to 3 months without interest applications shall be approved as soon as possibleThe deferred amount is to be repaid within 12 months

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 36: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 36

Measures of the financial administration(federal states)

Measures Contact

Brandenburg bull Aid measures such as the Federal Government (see also BMF measures)bull Extension of the programme of the Buumlrgschaftsbank Brandenburgbull Simplified application for tax reliefbull Short-term and non-bureaucratic liquidity measures for SMEs and freelancer

professionals (between EUR 5000 and EUR 60000) application to ILBbull Exemption from alcohol tax for ethanol supplied to pharmacies via intermediaries

or wholesalersbull Possibility of applying for a refund of the special advance payment of VAT

Soumlren Muumlnch Arell BuchtaInes Kanitz

Hamburg bull Aid measures such as the Federal Government (see also BMF measures)bull Ten-point plan to mitigate the negative consequences for the economy (including

immediate grants granted according to the number of employees from EUR 2500to EUR 25000 supplementing the KfW support programmes with IFB supportprogrammes deferrals and waivers of municipal fees for companiestradespeople and other institutions concerned)

bull Forms from tax administration Hamburg Application for interest-free deferralapplication for deferral of enforcement Aapplication for reduction of advancepayments for income tax corporate tax and solidarity surcharge application forreduction of advance payments for trade tax or the tax base for the purposes ofadvance paymanets

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 37: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 37

Measures of the financial administration(federal states)

Measures Contact

Hesse bull Aid measures such as federal government (see inter alia BMF measures) byinformal application

bull Special advance payments on value added tax that have already been made canbe refunded at short notice on informal application Special advance paymentsalready made in 2020 will be reduced to zero upon request Subsequentlycompanies will be refunded the tax advance payment already made providedthat it is not offset against other payment charges The corresponding applicationcan be made informally or via ELSTER (press release Hessian Ministry of Finance1932020)

bull Speedy processing of applicationsbull Short-term liquidity measures

Soumlren Muumlnch Arell BuchtaInes Kanitz

Mecklenburg-Western Pomerania

bull Aid measures such as the Federal Government (see also BMF measures)bull Model form for the activation of the aid measures

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 38: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 38

Measures of the financial administration(federal states)

Measures Contact

Lower Saxony bull Aid measures such as the Federal Government (see also BMF measures)bull Efforts to extend the deadlines for filing tax returns processing of income tax

returns for 2019 will start on March 25 2020 reference to reduced staffing andthus possible delays in processing applications

bull Reduction of the special advance payments on turnover tax for 2020 uponapplication provided that the business is demonstrably and not insignificantlyaffected by the current crisis reduction however only in the proportion in whichthe expected turnover in 2020 will fall short of that in 2019

bull A model application for the immediate tax measures was published on thehomepage of the Lower Saxony tax authorities

bull Liquidity measures together with the Niedersaumlchsische Buumlrgschaftsbankbull Grants of aid and protection funds to the state are regularly allowed to be

deducted from business expenses so that these costs are tax deductible

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 39: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 39

Measures of the financial administration(federal states)

Measures Contact

North Rhine-Westphalia

bull Aid measures such as the Federal Government (see also BMF measures)bull Examine an extension of the deadline for submitting tax returnsbull The special advance payments for long-term extensions are set at zero for

companies affected by the crisis upon application to the VAT authorities Theapplication can be prepared with ELSTER or can be sent to the tax office(instructions of the tax administration of North Rhine-Westphalia)

bull Establishment of a grant programme for micro-enterprises and solo self-employedpersons (website of the Ministry of Economy Innovation Digitisation and Energy)

bull Application form for the implementation of the nationwide tax relief measuresbull Rescue parachute of the state of North Rhine-Westphaliabull The deadline for income tax registrations to be submitted by April 10 2020 can be

extended by up to two months upon request A corresponding application formhas been made available here

bull Upon application the tax authorities also allow payment term extensions for realestate transfer tax and interest-free deferrals for inheritance and gift tax and forreal estate transfer tax

bull Tax advisors declared a so-called ldquosystemic important professionrdquo thus taxadvisors are entitled to emergency care for their children

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 40: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 40

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

bull Aid measures such as the Federal Government (see also BMF measures) - Sampleapplication was published

bull Requests for extensions of the deadline for tax returns due to the Corona crisis bymembers of the tax consulting professions will be granted retroactively fromMarch 1 2020 to May 31 2020 A separate examniation of the fault of the failureto meet the deadline is waived - Sample applications were publisehd

bull Generous discretion for equity claimsbull Letter of the State Office for Taxes of Rhineland-Palatinate dated March 24 2020

on the interpretation of the BMF letter dated March 19 2020bull BMF letter also applies to the deferral of VAT state taxes regulated by

federal law (real estate transfer tax inheritance and gift tax etc) are dealtwith on a case-to-case basis

bull Plausible demonstration of a direct causality between the pandemic andthe financial effects required to withstand subsequent examination of thedeferral conditions provided taxpayers are not active in particularly badlyaffected sectors (tourism retail catering etc)

bull No deferral for prepaid income tax if necessary deferral of enforcement

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 41: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 41

Measures of the financial administration(federal states)

Measures Contact

Rhineland-Palatinate

(continued)

bull For advance VAT returns and other taxes still to be assessed newapplications for deferral shall be submitted in each case (without furtherjustification)

bull Enforcement measures are no longer appropriate - in particular seizuresof accounts are also to be lifted Security measures (compulsory securitymortgage etc) should remain possible in individual cases

bull The State Tax Office also considers the possibility of an adjustment of theadvance payments already made the 1st quarter of 2020

bull Reference to pending administrative clarification with regard to thenationwide inconsistent approach to special VAT advance payments

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 42: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 42

Measures of the financial administration(federal states)

Measures Contact

Saarland bull Aid measures such as the Federal Government (see also BMF measures)bull Consideration of the current exceptional situation also in the advance return

procedure eg for advance VAT returns wage tax returns capital gains taxreturns

bull On request reimbursement or reduction of the special advance payment of VATfor 2020 already made

bull Forms of the Saarland tax administration Tax relief application for extension ofdeadline application for extension of deadline for cases with tax advice

bull Consideration of the exceptional situation in the advance return procedure(advance VAT returns wage tax returns capital gains tax returns etc)

bull Development of a solution for cross-border commuters to Luxembourg in thehome office in cooperation with the BMF working days from home are chargedlike normal working days in Luxembourg (temporary solution) To legally securethe exception the BMF will enter into the necessary consultation agreements withLuxembourg in the near future

bull Reminder notices already issued for the first quarter of 2020 and for sales taxesare still valid however agreements with the tax authorities are possible and willbe treated generously

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 43: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 43

Measures of the financial administration(federal states)

Measures Contact

Schleswig-Holstein bull Aid measures such as federal government (see also BMF measures) by informalapplication

bull Decree on the implementation at level of the federal state of the measuresadopted at federal level

bull Protective umbrella (emergency aid programme of EUR 100 million SMEguarantee fund of EUR 300 million loans over twelve years tax deferrals andstop of advance payments)

Soumlren Muumlnch Arell BuchtaInes Kanitz

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 44: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 44

Notes of the Institute of Public Auditors in Germany (IDW) and the BaFin

bull Technical note dated 4 March 2020

bull Notes on accounting as of the reporting date December 31 2019

bull The outbreak of the pandemic in 2020 is to be classified as a value-creating event

bull Consequently accounting consequences are only to be considered in financial statements with a cut-off date after December 31 2019

bull The technical note was supplemented in detail with technical note dated March 25 2020 and with technical note dated April 8 2020

bull According to the BaFin (notification dated March 6 2020) auditors may initially refrain from on-site audits However this exception is expressly only valid for the peak of corona infections

bull Technical note dated March 25 2020 by the IDW concerning the impact on companyvaluations

bull Technical note dated April 6 2020 on the effects on the hospital sector and the statutory health insurance funds by the Hospital Technical Committee on the basis of the Act on the Compensation of Financial Burdens caused by COVID-19 of Hospitals and Other Healthcare Institutions adopted on March 27 2020

bull Technical note dated April 15 2020 on accounting for investment funds

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 45: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 45

Other tax and supporting measures

bull The Federal Chamber of Tax Consultants (BStbK) has compiled a catalogue of questionswhich is updated on a regular basis

bull Closure of tax authorities for public access in almost all federal states contact by telephone is requested

bull Tax audits continue to take place but not at the companies premises

bull The Federal Ministry of Finance has compiled a catalogue of questions and answers on the aid credits of the Kreditanstalt fuumlr Wiederaufbau (KfW) decided by the Federal Government

bull Almost all of the federal states have established liquidity programmes with their state-owned credit institutions and development banks

bull The KfW Special Programme 2020 was launched on March 23 2020 (Fact Sheet of the BMWidated March 23 2020)

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 46: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 46

Other tax and supporting measures

bull On March 22 2020 the EU Commission approved two aid schemes with the help of whichGermany intends to support the economy

bull Loan programme covering up to 90 of the risk for loans to companies of all sizes (term of five years depending on the liquidity needs of the company up to EUR 1 billion)

bull Loan programme in which KfW cooperates with private banks in order to provide larger loans as a consortium (risk covered by the state up to 80 of a loan but not more than 50 of a companys total debt capital)

bull Corona legislative package adopted by the Federal Council (Bundesrat) on March 27 2020 (concerns aid measures particularly in the areas of civil and insolvency law as well as emergency aid including for self-employed persons and SMEs)

bull EU Commission decision of April 3 2020 (press release dated April 3 2020) temporary exemption from customs duties and VAT on imports of medical devices and protective equipment from third countries to financially support the supply of urgently needed medical equipment to doctors nurses and patients (concerns protective masks and protective equipment as well as test kits respiratory equipment and other medical equipment) The exemption is valid for a period of six months but may be extended

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 47: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 47

Other tax and supporting measures

bull Federal Ministry of Justice (BfJ) introduces relief for companies that have not yet been able to submit their annual financial statements on time due to the crisis (no new threatening and administrative fine proceedings) disclosure obligation remains ndash press release dated April 8 2020

bull 9-point plan of the Federal Chamber of Tax Advisors (BStBK) and the Chamber of Auditors (WPK) according to which the chambers consider the following measures in particular to be necessary

bull Postponement of the submission deadlines for advance VAT returns

bull Allow deferral also for wage tax

bull Allow for a flexible changeover to actual taxation from the 2nd quarter of 2020 without any limitation of the amount of turnover

bull Temporary suspension of all additional tax payments and suspension of reporting obligations

bull Creation of a corona deduction rule analogous to sec 6b EStG or sec 7g EStG

bull General extension of the deadline for submitting annual tax returns

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 48: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

We support you in taking tax measures and in filing applications with the authorities

Ines Kanitz

Partner Tax Advisor

Phone + 49 (0) 341 9999 2102

ikanitzeureosde

p wwweureosde

Soumlren Muumlnch

Partner Tax Advisor

Phone + 49 (0) 341 9999 2101

smuencheureosde

p wwweureosde

Arell Buchta

Partner Tax Advisor Lawyer

Phone + 49 (0) 351 4976 1502

abuchtaeureosde

p wwweureosde

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 49: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 49

Flexible short-time allowance and working time regulations

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 50: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 50

The German Bundestag has made special regulations for the receipt of short-time work compensation (KUG) possible (as of March 18 2020) These can now be enacted by the federal government by means of an ordinance for a limited period of time

bull Entitlement to KUG exists if at least 10 of the employees have a loss of earnings of more than 10

bull Social security contributions for lost working hours are reimbursed at 100 bull Temporary employees can also go into short-time work and are entitled to KUGbull There is no need to build up negative working time balances (if this is regulated by

collective agreements)bull The other requirements for the use of KUG remain valid

The new regulations come into force retroactively as of March 1 2020

Flexible short-time allowanceand working time arrangements

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 51: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

We will gladly support you in the preparation and application process

Dagmar Stabernack

Partner Lawyer Certified specialist lawyer for labour law

Phone + 49 (0) 341 9999 2111

dstabernackeureosde

p wwweureosde

Sebastian Wagner

Lawyer

Phone + 49 (0) 341 9999 21312

swagnereureosde

p wwweureosde

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 52: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 52

Suspension of obligations to file for insolvency

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 53: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 53

COVID 19 Insolvency Suspension Act The most important in brief (I)

Suspension of the obligation to file for insolvency until September 30 2020

bull Principle The obligation to file for insolvency pursuant to sec 15 a InsO sec 42 (2) BGB does not apply until September 30 2020

bull Exceptions The insolvency maturity is not based on the consequences of the spread of the COVID 19 pandemic and there are no prospects of eliminating an existing insolvencyFor both we recommend obtaining the confirmation of an expert third party

We want to prevent companies having to file for insolvency only because the aid decided on by the Federal Government does not reach them in time The regular three-week period of the Insolvency Code is too short for such cases We are therefore flanking the aid package already adopted by the German government with a suspension of the obligation to file for insolvency until September 30 2020 for the companies affected With this step we are helping to cushion the consequences of the outbreak for the real economy Christine Lambrecht Federal Minister of Justice and Consumer Protection

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 54: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 54

Consequences of suspension if the above reasons apply (I)

1) To be considered compatible with the diligence of a prudent and conscientious manager

bull Payments made in the ordinary course of business do not constitute prohibited payments within the meaning of sec 64 GmbHG sec 92 AktG sec 130 a 177 a HGB 99 GenosG - no personal liability of the management

bull In particular payments for the maintenancerestart of business operations bull In particular payments to implement a restructuring plan

2) Not to be considered as disadvantageous to creditors

bull Repayment of a new loan granted during the suspension period provision of collateral to secure such loans until September 30 2023

bull the repayment of shareholder loans and payments on claims arising from legal acts which correspond economically to such a loan until September 30 2023 but not their collateralisation

COVID 19 Insolvency Suspension Act The most important in brief (II)

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 55: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 55

Consequences of suspension if the above-mentioned reasons apply (II)

3) There is no application of sec 39 (1) no 5 (subordination of shareholder loans) and sec 44a of the InsO (subordination of loans secured by shareholders) in insolvency proceedings concerning the debtors assets which have been applied for by September 30 2023

4) The granting of credit and collateral during the suspension period shall not be regarded as an immoral contribution to the delay in filing for insolvency

5) All legal acts which grant or enable the other party to grant security or satisfaction during the suspension period are not contestable in subsequent insolvency proceedings Other acts (eg payment facilities payments by third parties) are privileged as well ATTENTION Does not apply if the creditor was aware that restructuring efforts were unsuitable (have the ability to restructure confirmed by third parties) does not apply even in the case of so-called incongruent cover except for the cases mentioned in sec 2 (1) No 4 a) to e) COVInsAG

COVID 19 Insolvency Suspension Act The most important in brief (III)

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 56: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 56

Consequences of suspension if the above-mentioned reasons apply (III)

6) Nos 2 to 5 also apply to enterprises which are not subject to an obligation to apply and to debtors who are neither insolvent nor overindebted

7) Nos 2 and 3 apply to loans granted under government assistance programmes in the context of the Covid 19 pandemic even if the loan is granted or secured after the end of the suspension period and shall be unlimited in time for their repayment (privileged access to government assistance loans)

Extensive suspension of creditor insolvency applications

Creditor insolvency applications require in a period of time (to be defined) that the reason for opening the insolvency proceedings already existed before March 1 2020

Authorisation of the Federal Ministry of Justice and Consumer Protection to issue regulations on

bull Extension of the suspension of the obligation to file for insolvency bull Extension of the rules on the reason for opening insolvency proceedings for creditors insolvency

applications until March 31 2021 at the latest

COVID 19 Insolvency Suspension Act The most important in brief (IV)

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 57: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

We are here for you

Dirk-Ulrich Kruumlger CFA

Managing Director Partner

Phone + 49 (0) 351 4976 15901

d-ukruegereureosde

p wwweureosde

Prof Dr Ulf Gundlach

Partner Lawywr State Secretary (retired)

Phone + 49 (0) 391 5628 6911

ugundlacheureosde

p wwweureosde

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 58: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 58

Contract law ndash facilitation for consumers (only)

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 59: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 59

Pacta sunt servanda - Contracts must be respected Even the Corona crisis does not change this Only for some consumer contracts the Bundestag has now decided to make things easier

Consumer protection regulations

bull Possibility of refusing to pay in the case of continuing obligations (eg rent energy supply) until 30 June 2020

bull if the contract was concluded before 8 March 2020

bull the service would not enable the consumer or his dependants to earn a reasonable living

bull it is an essential continuing obligation (necessary to cover it with services of general economic interest)

bull The right to refuse performance does not apply if the refusal of performance is unreasonable for the creditor

bull The rules apply to consumers and micro-enterprises

Contractual obligations ndashfacilitation for consumers (only)

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 60: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 60

bull Special regulations for leases and loan agreements in Art 240 sectsect 2 3 EGBGB

bull In the case of leases termination is excluded if the tenant fails to pay the rent between 1 April and 30 June 2020 solely on the grounds that the reason for non-payment is the Corona pandemic

bull All other possible reasons for termination remain unrestricted eg termination for personal use

bull The rent claim does not expire but is only deferred

bull Deferral regulations and limited termination options also apply to consumer loan agreements (Art 240 sect 3 EGBGB)

Contractual obligations ndashfacilitation for consumers (only)

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 61: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 61

Companies including those in the B2B sector cannot rely on these rules

bull All contracts shall continue to apply unchanged in principle The special circumstances can only be taken into account with individual agreements

bull Exception The contractual service can no longer be provided due to the Corona crisis In this case the debtor is released from the obligation to perform due to impossi-bility (sect 275 BGB) but the obligation to provide consideration is also waived (sect 326 BGB) Advance payments can be reclaimed

bull In the case of a relative short selling in which compliance with the time for performan-ce is so essential that the transaction is to stand and fall with the timely performance the creditor can withdraw without setting a deadline (sect 323 para 2 no 2 BGB)

bull If the circumstances which were the basis of the contract for both parties change sect 313 BGB (disturbance of the basis of the transaction) provides for an adjustment of the contract The contract is then drafted in the way it would have been drafted if the parties had known the new circumstances However if the changed circumstances fall within the risk area of one of the contractual partners (eg in the case of employment relationships) the contractual partner bears the consequences himself

Contractual obligations ndashfacilitation for consumers (only)

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 62: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

We support you in reviewing your contracts and adapting to the current situation

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 63: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 63

Corporate law ndash Ensuring the ability of companies to act

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 64: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 64

On March 23 2020 the Federal Cabinet passed amendments to the law to make it easier for companies cooperatives and associations to react to the restrictions imposed by the Corona crisis In particular the aim is to keep companies etc capable of acting when attendance is no longer possible

bull Possibility to participate in the Annual General Meeting online and to hold an Annual General Meeting without presence

bull Reduction of the period of convocation to 21 days

bull Possibility of making advance payments on the balance sheet profit

bull Possibility of holding the Annual General Meeting within the financial year ie extension of the existing eight-month period

The regulations are to apply initially for the year 2020 with the possibility of an extension until December 31 2021 by means of a regulation authorisation The Bundestag is expected to decide on the changes to the law this week

Ensuring the ability of companies to act

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 65: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 65

The following applies to areas not covered by the legislative changes

bull Many articles of association and existing laws already allow for organs to pass resolutions even outside of face-to-face meetings and enable e-mail voting video conferences or telephone conferences eg sec 32 (2) BGB for the general meeting of the association sec 28 32 (2) BGB for board meetings of the association sec 86 (1) 28 32 (2) BGB for the foundation or shareholder meetings of the GmbH (sec 48 (2) GmbHG)

bull It must be examined whether the subject matter of the resolution is at all covered by the respective regulation In addition each board member or at least the majority of board members must first agree to the form of the resolution outside of face-to-face meetings

Ensuring the ability of companies to act

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 66: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 66

bull The current special situation reverses the exceptional case to the normal case It thus temporarily enables an exclusive resolution to be passed in so-called written video or telephone proceedings

bull This requires a decision that can probably only be taken once in general but only for a certain period of time - and preferably not too long It should specify the manner in which voting is to take place but should also leave open the possibility of holding a face-to-face meeting on specific topics or at the request of a certain number of board members

Ensuring the ability of companies to act

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 67: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

We would be happy to advise you on all corporate law issues related to Corona

Dr Almuth Werner

Partner Lawyer

Phone + 49 (0) 341 9999 2120

awernereureosde

p wwweureosde

Claus Ludwig Meyer-Wyk

Partner Lawyer

Phone + 49 (0) 351 4975 1520

cmeyer-wykeureosde

p wwweureosde

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 68: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 68

Public procurement law ndashProcedural simplifications

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 69: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Seite 69

The corona crisis has resulted in a particularly short-term procurement need In order to ensure that orders can be awarded and executed at short notice the Federal Ministry of Economics and Energy (BMWi) decided on 19 March 2020 to simplify procedures

bull Fast and procedurally efficient procurement via the negotiated procedure without competitive tendering - this applies both above and below the EU thresholds

bull Bids can be obtained informally and without observing specific time limits in a negotiated procedure without a competitive bidding process

bull In negotiated procedures without competitive tendering it is sufficient for only one company to be invited to submit a bid

bull To cope with short-term procurement needs use should also be made of the possibility of amending extending or extending existing contracts pursuant to Section 132 (2) sentence 1 no 3 GWB - without however changing the overall character of the contract Under the provisions of sect 47 Paragraph 1 UVgO this also applies below the EU thresholds

Public procurement law ndashprocedural simplifications

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 70: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

We advise you on all public procurement law issues related to Corona

Stefan Fenzel

Partner Lawyer Certified specialist lawyer for administrative law

Telefon + 49 (0) 341 9999 2127

sfenzeleureosde

p wwweureosde

Lars Moumlrchen

Lawyer Certified specialist lawyer for administrative law Certified specialist lawyer for tax law

Telefon + 49 (0) 391 5628 6912

lmoercheneureosde

p wwweureosde

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally

Page 71: eureos · eureos We advise personally. Corona –How you as a company will master the crisis. 08.05.2020

Please also visit our Corona news portal

wwweureosdeencorona

We continuously publish news in the fields of securing liquidity employment law insolvency law tax law contract law corporate

law public procurement law for you

eureos We advise personally