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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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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