Recent amendments to Philadelphia’s realty transfer tax will likely change the way commercial real estate is bought and sold. Rather than sell the real estate directly and record a traditional deed to evidence the transaction, it is common practice to sell ownership interests in the company that holds title to the real estate. This approach often significantly reduces the realty transfer tax due as a result of the transaction because the value used to compute the tax is based on the property’s assessed value, which is often lower than the purchase price for the company. Moreover, selling less than 90% of the equity in the company does not trigger any tax at all, provided the seller holds the remaining equity for at least three years.

Read more: Amendments to Philadelphia's Realty Transfer Tax Will Have a Significant Impact


On 1 November 2016 the amendments to the Income Tax Act entered into force in Estonia adopting the amendments of the EU Directive No. 2011/96/EU on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (hereinafter the Directive). The aim is to apply the general anti-abuse clause regarding the division of profits between parent companies and subsidiaries as well as to avoid double non-taxation with regard to hybrid loans.

Read the entire article.


By: Kevin Yehezkiel N. (Associate)

To support the implementation of Law No. 11 of 2016 regarding Tax Amnesty (“Tax Amnesty Law”), the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) enacted OJK Circular Letter No. 35/SEOJK.04/2016 regarding Mandatory Tender Offer[1] as the Consequence of Public Company Acquisition in connection with the Support of the Tax Amnesty Law (“SEOJK No. 35/2016”). 

SEOJK No. 35/2016 came into effect on the day it was enacted, i.e., 2 September 2016, which will be in effect until 20 (twenty) working days following 31 March 2017. Prior to the issuance of SEOJK No. 35/2016, OJK has already issued OJK Regulation No. 26/POJK.04/2016 regarding Investment Product in the Capital Market in Supporting the Tax Amnesty Law. By enacting SEOJK 35/2016, OJK aims to provide further implementation on the exemption from the obligation of (i) disclosure of information and (ii) mandatory tender offer under BAPEPAM-LK Reg No. IX.H.1 to support the enforcement and implementation of Tax Amnesty Law.

Read the entire article.

General Overview

To support the implementation of Law No. 11 of 2016 regarding Tax Amnesty (“Tax Amnesty Law”), the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) enacted OJK Circular Letter No. 35/SEOJK.04/2016 regarding Mandatory Tender Offer[1] as the Consequence of Public Company Acquisition in connection with the Support of the Tax Amnesty Law (“SEOJK No. 35/2016”).

SEOJK No. 35/2016 came into effect on the day it was enacted, i.e., 2 September 2016, which will be in effect until 20 (twenty) working days following 31 March 2017. Prior to the issuance of SEOJK No. 35/2016, OJK has already issued OJK Regulation No. 26/POJK.04/2016 regarding Investment Product in the Capital Market in Supporting the Tax Amnesty Law. By enacting SEOJK 35/2016, OJK aims to provide further implementation on the exemption from the obligation of (i) disclosure of information and (ii) mandatory tender offer under BAPEPAM-LK Reg No. IX.H.1 to support the enforcement and implementation of Tax Amnesty Law.

Exemption from Obligation

SEOJK No. 35/2016 provides that any taxpayers who disclose their assets for the purposes of tax amnesty, of which such disclosure reveals the taxpayer’s status as the controller of a public company, is exempted from the obligation of (i) disclosure of information and (ii) mandatory tender offer under BAPEPAM-LK Reg No. IX.H.1.

Any taxpayer, in obtaining such exemption, is required to submit the following documents to OJK, i.e.:

1.      Copy of Statement Letter of Tax Amnesty along with information regarding the taxpayer’s share ownership within the public company, at the latest 10 (ten) days after the issuance of such Statement Letter of Tax Amnesty.

The taxpayer’s share ownership information (as mentioned above) shall be submitted in the following format:[2]

REPORT OF SHARES OWNERSHIP IN LISTED COMPANY

Taxpayer’s Name

:     …

Taxpayer’s Address

:     …

No.

Name of the Listed Company

Shares Ownership

Total of Shares Ownership

Directly Owned by the Taxpayer (Amount of Shares / %)

Indirectly Owned by the Taxpayer through [Company/Person] (Amount of Shares / %)

Amount of Shares / %

(1)

(2)

(3)

(4)

(5)

(6)

(a)   PT …

(b)  Mr …

place, date

signature

__________________________

Taxpayer’s name

                 

2.      A statement letter (that the taxpayer will) to transfer all assets[3] for the purpose of acquisition to the taxpayer’s securities account (rekening efek) at the custodian.

Additionally, any listed company that happens to know there is a new controller of such company, as a result of assets disclosure, is exempted from disclosure obligation as stipulated in OJK Regulation No. 31/POJK.04/2015 regarding Disclosure of Information or Material Fact by Issuer or Public Company.     

*****

Author: KYN (with assistance from YMA)



[1]    Mandatory tender offer is stipulated under Regulation No. IX.H.1 regarding Acquisition of Public Company as attached to the Decree of Chairman of Capital Market and Financial Agency Supervisory Board (Badan Pengawas Pasar Modal – BAPEPAM) No. KEP-264/BL/2011 dated 31 May 2011 (“BAPEPAM-LK Reg No. IX.H.1”).

[2]    As extracted from the Annex of SEOJK No. 35/2016. Kindly refer to SEOJK No. 35/2016 for the Bahasa Indonesia version of this form.

[3]    Asset is the accumulation of economic ability in form of all of the wealth, whether tangible or intangible, movable or immovable, for the business purposes or not, that is located within and/or outside of the jurisdiction  of the Republic of Indonesia as defined in Law No. 11 of 2016 regarding Tax Amnesty.


Introduction

The effects of globalization and increased capital mobilization have forced most states to take extreme measures when tracing international transactions of taxpayers in order to combat base erosion and harmful tax competition. The differing tax ratios applied by states as a result of their tax policies made it possible for certain taxpayers to conclude their transactions with significantly lower tax burdens. In the aftermath of the economic crisis of 2008, the states all around to world were incentivized to cooperate in order to take measures to prevent wealthy individuals and entities to park their capital to tax havens in order to evade paying tax. More recently, the Panama Papers[1], a massive amount of confidential documents leaked on April 2016, attracted global attention to tax secrecy and tax havens.

Read more: Information Exchange under Turkish Tax Law


It was Theresa May's first Autumn Statement as Prime Minister, Phillip Hammond's first as Chancellor of the Exchequer and the UK's first since the referendum confirming that the UK will be leaving the EU. However, there wasn't much in terms of "firsts" for the content of the Autumn Statement itself, with many measures being known about already. It doesn't seem as though Mr Hammond consulted our wish list of what we wanted to see for our private clients.

Read more: The UK Autumn Statement 2016: What this means for private clients