KUCERA advised Arminius on the purchase of an office building. The building is located at Hanauer Landstraße 164 in the “Lindley Quartier” in Frankfurt’s Ostend district. The rental space amounts to around 6,400 sqm. and is occupied by “Universum Inkasso” and “FCA Germany”. The sales price amounts to a mid double-digit million euro amount . Read more…
Responsible were KUCERA partner Oliver Platt LL.M (UW Madison) and Andre Barth (Transaction & Finance) together with Alexander Orth (Real Estate & Finance). KUCERA partner Isabel Tannenberg (Tax) advised on tax law.
KUCERA has advised Merz Real Estate GmbH & Co. KG on share purchase agreements and an Investment Agreement concerning Noratis AG. In a first step, Merz will acquire 1.06 million shares from Noratis CEO Igor Christian Bugarski and another core shareholder at a price of EUR 21.00 each, corresponding to a 29.4 % stake. In a second step, Noratis AG is planning a capital increase of 4 % to EUR 3.9 million, which Merz will subscribe for EUR 19.80 per share, so that its shareholdings will grow to over 33 %. At the same time, Merz has committed itself to investing approximately 50 million euros in Noratis AG by the end of 2024.Read more…
KUCERA partner Oliver Platt LL.M (UW Madison) (in charge) and Andre Barth (Transaction & Finance) together with Alexander Hanf (Corporate & Finance), Alexander Orth (Real Estate), Raphael Polensky (Real Estate), Gözde Sönmez (Real Estate) and Florian Weber (Employment Law) were responsible for the transaction. KUCERA partner Isabel Tannenberg (Tax) advised on tax law.
Despite the pandemic, KUCERA is fully operational. “Our clients will continue to be advised,” says Dr. Stefan Kucera, Managing Partner of KUCERA. KUCERA has activated contingency plans, which include the deployment of professionals from the home office and the maintenance of central back office functions in the firm. Travel and meetings will be avoided. “Instead, we rely on modern communication, which enables us to assist our clients at all times, even in these difficult times,” says Kucera, explaining the emergency concept. In addition, greater attention is being paid to hygiene in the offices; employees are encouraged to keep social contacts to a minimum. The notary’s office is nevertheless open until further notice. We will keep you informed about new developments.
Tax law. The deduction of input VAT on basis of a construction work invoice containing an abstract service description of the executed work can be sufficient if it is apparent to which specific construction project the invoice relates.
Judgement of the Federal Fiscal Court (BFH) dated 15 October 2019, ref. V R 29/19 (formerly V R 44/16)
The Case
A service company in the industrial sector claimed input VAT from construction work invoices. The financial authorities, however, denied the input VAT deduction as the invoice details were allegedly not specific enough. On the one hand the financial authorities presumed a lack of information re the dimensions of the constructed object. On the other hand the invoice presumably did not include the exact execution date of the construction work. The company, however, stated that the invoice details were sufficient as the construction project could be verified from the other details of the invoices and the date of the construction work was indicated by the date the invoice had been issued. The Federal Fiscal Court confirmed the company’s opinion.
The consequences
Section 14 of the German VAT Code (UStG) sets out the invoice details required for a deduction of input VAT. These details are mandatory in order to put the tax authorities in a position to identify and check the invoiced services properly. According to the Federal Fiscal Court it shall, however, be sufficient if the details enable the tax authorities to easily identify the invoiced services. Therefore, an exhaustive description of the invoiced services was not deemed necessary. In the case at hand, these requirements were met as the overall invoices gave enough details about the specific building project and the place of its execution. With regard to the date of the executed services, the Federal Fiscal Court continues its previous case law (Ref. V R 18/17). If the invoice is being issued immediately after the building has been finalized and approved, as is customary in the building industry, the date of the execution of the construction work corresponds to the date of the invoice and, therefore, is sufficient, unless apparently indicated otherwise.
What is to be done?
The Federal Fiscal Court confirms that service descriptions must indeed be specified in the relevant invoice and that it is not sufficient to merely state a service category. Therefore, the invoice should always set out the required additional information. Please note, that even the calendar month in which the service was rendered can be a sufficient execution date. Therefore, the Federal Court of Finance allows invoices re construction works to be issued without a specific execution date, if it can be assumed that the work was performed in the month in which the invoice was issued. However, in order to avoid risks we recommend to always set out a specific execution date or at least the addition “date of execution equals date of issued invoice”.
Lawyer and tax consultant Isabel Tannenberg of KUCERA.
KUCERA advised Deutsche Hospitality on the lease agreement for the Steigenberger Kongress Hotel Frankfurt Airport. The hotel will be one of the largest conference and congress hotels in Germany in Frankfurt’s newest district Gateway Gardens. It will offer a total of 18 floors, 527 rooms and suites and a congress and conference centre with 5,500 m² at a height of 70 m. The opening is planned for 2024. Read more…
Responsible was KUCERA partner Matthias Frank together with Birgit Böhn (both Hospitality).
KUCERA advised Deutsche Hospitality on the lease agreement for the Zleep Hotel Frankfurt Airport. The hotel will have 165 rooms, a lobby and snack bar as well as a fitness area and numerous parking spaces including an underground car park at Frankfurt Airport. The opening is planned for spring 2022. Read more…
Responsible was KUCERA partner Matthias Frank together with Birgit Böhn (both hospitality).
The legislator wants to remedy the eternal dispute about written form defects of long-term rental contracts. After the Federal Court of Justice recently finally overturned so-called cure clauses in long-term rental agreements (we reported), the Bundesrat took the initiative and decided to reform the regulation in December 2019. Failure to comply with the formal requirements is often used as a loophole in order to be able to get out of an unpleasant lease at an early stage. The draft of a law to revise the written form requirement in tenancy law now provides for limiting the right of termination to the purchaser. This reduces the norm to the protective purpose which the historical legislator had intended it to serve, the draft states. In addition, the right of termination to which only the purchaser is now entitled for the written form infringements prior to his acquisition is to be limited in time to protect the tenant. In this way, it is prevented that the tenant has to expect a termination by the purchaser due to a formal defect that has come to light during the entire remaining agreed contract term. In addition, the termination will become ineffective if the tenant objects to it and agrees to the continuation of the rental agreement on the terms agreed in writing.
The draft law has now been submitted to the Bundestag for resolution. However, the Federal Government rejects the draft. The new regulation would also apply to residential leases. Since an abuse of the regulation is not detectable there is, according to a statement, no need for action. The Federal Government is therefore not in a position to support the Bundesrat bill in this form. The Federal Government would examine whether and with which instruments the planning security for the term of contracts in commercial rental law could instead be improved. So things remain exciting. If no alternative is found by the end of this legislative period, the dispute will enter a new round. Click here for the draft law.
KUCERA advised the HR Group in the negotiations of new lease agreements in the context of the sale of seven hotels. The buyer is Pandox, a real estate company listed on the Stockholm Stock Exchange. The properties include the Dorint Main-Taunus Zentrum in Frankfurt am Main, the Mercure Hotel Frankfurt Airport and the Pullmann Stuttgart Fontana. The transaction value was about 290m Euros. Read more…
Responsible was KUCERA partner Matthias Frank (Hospitality) together with Helmut Kienle (Hospitality).
KUCERA advised Berateq GmbH on the purchase of the “Am Aubach” industrial park in Waldsolms near Frankfurt am Main as part of a share deal. The property is approximately 17,000 m² in size and comprises a retail park and several office buildings with a total lettable area of 5,500 m². The business park also has 160 parking spaces for cars. Read more…
KUCERA partner Rolf Krauß (Taxation) was responsible for the project.
KUCERA advised Coreo AG on the acquisition of the St. Martin Tower. The purchase was a joint venture between Barings Real Estate and Coreo, with Coreo assuming the role of junior partner with 10.1% in the Off-market Share Deal. The office complex is located in Frankfurt’s City West and consists of two building sections, the “Tower” with 18 storeys and the “Wing” with seven floors. The property also has 397 parking spaces. Read more…
KUCERA partner Rolf Krauß (Tax) was responsible together with KUCERA partner Jens Koch (Real Estate).
