By Andrew Knight is managing partner of Harneys Luxembourg office and head of its Tax and Tax Regulatory team in Luxembourg
At a time when lengthy books are beginning to be written on the Sixth Directive on Administrative Co-operation in Tax Matters (DAC 6) it is a daunting task to summarise the key elements of DAC 6. However, with an eye on 1 January 2021 when the clock starts ticking for the various deadlines for the initial set of reporting obligations, there are some material elements that deserve particular focus in the context of international business structures.
Policy objectives / Interpretation difficulties
In essence, the principal objective is to provide tax authorities with early warning of arrangements that involve aggressive tax planning so that they can take the necessary action to examine those arrangements under existing tax rules and to amend the tax rules as appropriate to prevent further use of such arrangements.
In line with that objective, the EU Commission took a leaf out of the Common Reporting Standard (CRS) by targeting certain intermediaries as the people who were considered best placed to identify and therefore report on RCBAs. However, unlike the CRS that targets a relatively limited group of “Financial Institutions”, DAC 6 targets anyone that falls within the category of “Intermediary” and this covers potentially anyone who has some involvement with devising or implementing an RCBA. A further departure from the CRS model is that DAC 6 places the ultimate reporting obligation on the so-called “relevant taxpayer” where there is no “Intermediary” that has a reporting obligation.
Being an EU initiative, the intention is to have a uniform set of rules that will be applied uniformly across Europe such that, where several Member States are involved, reporting is only needed in one Member State. Unfortunately, this objective will be difficult to achieve for a number of reasons, not least the different interpretations placed on the DAC 6 rules by different intermediaries, particularly where they operate in different Member States. The fact is that there is enormous scope for differences in interpretation of DAC 6 due to the imprecise terminology frequently used in DAC 6.
The fact that this is the case should not be particularly surprising. The EU body that crafts Directives is not a legislative body in the normal sense of the term. Nor is a Directive designed to be legislation but rather to be, in effect, an intergovernmental agreement between Member States. The upshot of this is that Directives are not drafted in the precise way and with the rigour that is generally applied by Member States when preparing domestic legislation or regulations. And yet what appears to happen is that Member States, perhaps out of a concern not to be departing from the terms of a Directive, frequently enact local DAC 6 legislation largely by way of simply replicating the terms of the Directive.
The outcome is a set of unclear rules in a context where infringement of the rules may result in significant financial penalties.
Thus, there is a desperate need for guidance. Fortunately, a number of countries are publishing detailed guidance although inconsistencies are emerging between the various publications. In some cases, Luxembourg being an example, most of the guidance has been prepared by professional associations and is available only to their members.
Particular challenges for secondary intermediaries
The world of intermediaries is divided up between those that are considered to be in the frontline when it comes to devising aggressive tax planning techniques and those that provide a supporting role. The former are frequently referred to as “Primary Intermediaries” or “Promoters”. If one for the moment accepts that intermediaries are the right people to be targeted, then these frontline advisers should logically be included.
Less logically included are the other category, referred to as “Secondary Intermediaries” or simply as “Service Providers”. These are the intermediaries that provide “aid, assistance or advice” to the Primary Intermediaries. As Primary Intermediaries are frequently excused from reporting due to the application of the professional legal privilege exemption, it is beginning to emerge that it is the Secondary Intermediaries who find themselves as bearing the bulk of the burden of DAC 6 compliance.
While DAC 6 recognises that Secondary Intermediaries should only be treated as such where they have knowledge, or should be treated as having knowledge, of the RCBA in question, it is questionable whether merely having knowledge of an RCBA should be the basis for placing such a significant compliance obligation on businesses such as trust and company service providers banks and insurers where they have minimal involvement in the planning of the affairs of taxpayers.
Frequently relevant hallmarks
In the world of international business structuring, certain of the so-called hallmarks (ie the features of a cross border arrangement that make it reportable) are emerging as the ones that are most likely to come up for consideration. They are as follows:
- Hallmark A3 involving the use of standardised documentation.
- Hallmark B2 involving the conversion of income into forms of capital or into forms of income that are subject to a lower level of taxation.
- Hallmark C1 involving deductible payments between associated enterprises.
- Hallmark D1 involving CRS avoidance arrangements.
- Hallmark E3 involving business re-organisations.
Main Benefit Test
Before going on to examine some of the material features of these particular hallmarks, it is helpful to examine certain aspects of the so-called “Main Benefit Test” (MBT) that is an additional requirement to be satisfied in relation to certain hallmarks (in particular A3, B2 and C1 out of those named above).
A question that frequently arises in the context of structures that involve Member States that have particular tax regimes that generate tax efficiencies for particular structures is whether the fact that tax is a material feature in the choice of jurisdiction creates an assumption that the MBT is going to be satisfied. The question leads on to a discussion as to how extensive the tax benefit needs to be in order for it to be treated as “one of the main benefits”, especially in comparison with other non-tax related benefits, and whether, but for the tax benefit, the particular jurisdiction would not have been chosen.
Fortunately, a number of countries are producing guidance to the effect that, if the tax treatment is in line with the terms and policy objectives of existing legislation, that tax treatment will not be treated as being “one of the main benefits” of the arrangement. An important ingredient of the arrangement, in order for it to be within line of policy objections, will be that it could not be treated as abusive, in particular that there is a commercial or economic justification for a particular structure.
A3 – Standardised documentation
This hallmark has been causing considerable concern in a world where increasing use is made of standardised documentation whether in the context of bank products, insurance related products or the templates that form part of lawyers’ stock in trade in a wide range of transactions.
The first thing to note is that if this hallmark is satisfied then the arrangement in question is likely to be a so-called “marketable arrangement” and one that is going to involve quarterly updated reporting. It is clear that such arrangements should be limited to those that are in the form of a product that is frequently used by different taxpayers with little modification.
The second point to note is that, notwithstanding that documentation takes on a seemingly standardised form, frequently it is going to require a material amount of adaptation to the transaction in question. This will generally be the case in relation to documents that are generated by a lawyer from a standard template.
If the above points do not serve to take a particular arrangement out of range of this hallmark, the need also to satisfy the MBT will in many cases achieve that result. As examples, the use of standardised banking documentation used for home loans and related security arrangements or standard insurance wrapper documentation will frequently not satisfy the MBT. Any tax advantage associated with such arrangement would generally be clearly envisaged by the relevant tax rules applicable to the taxpayer in question.
B2 – Conversion of income
What this hallmark is targeting is an arrangement that involves changing the nature of the payment received by somebody so that it causes that person to pay less tax on that payment than they did before, for example a dividend under an employee share scheme instead of normal employment income or a capital gain instead of dividend income.
This can be illustrated by an arrangement that might involve a shareholder receiving its return on a share by redeeming that share through a repurchase and cancellation of that share by the company rather than through a dividend being paid on that share.
There are a number of points that indicate that such an arrangement may often not be reportable:
- If the shares are, at the time of issue, capable of being redeemed by either the shareholder or the company and if either of them subsequently chooses redemption over a dividend, there would appear to be no conversion of a pre-existing income stream.
- From the perspective of the company, there may be no “conversion” as the payment made on the repurchase of the shares from a legal and accounting perspective may be no different from a dividend as in each case there is a distribution by the company of the relevant distributable reserves (with only a relatively small capital payment made on the cancellation of the shares).
- Even if there is a conversion of income such that less tax is payable, provided that this is a mechanism that can be and is legitimately used by reference to the applicable pre-existing tax rules, the MBT may not be satisfied.
Similar considerations might apply if a shareholder chooses to fund its company with debt rather than equity or prefers that the company is put into solvent liquidation rather than first distributing the available accumulated profits to the shareholder.
C1 – Deductible payments between associated enterprises
The first thing to note is that “associated enterprises” are not limited to legal persons or arrangements, but also include individuals if the relevant control criteria are met.
Deductible payments (for example, interest, royalties, fees) made in favour of entities resident in blacklisted countries or to entities that have no residence for tax purposes are reportable without the need to apply the MBT. It appears that tax transparent entities would not be covered by this nor would corporate recipients that are resident in countries that have no corporate tax.
Deductible payments made to associated enterprises that are subject to zero or near zero tax or payments that are tax exempt or that benefit from a preferential tax regime will be caught only if the MBT is also satisfied. Where such payments are limited to what is allowed by the relevant tax rules of the payer, they may well not satisfy that test. In particular, it should be noted that just because a payment falls within this hallmark, it cannot be taken to mean that the MBT is satisfied.
D1 – CRS avoidance arrangements
Hallmark D1 is extremely broadly drafted and could potentially catch a very large number of transactions that “may have the effect of undermining the reporting obligations” under the CRS. Fortunately, there is a very clear statement to the effect that EU Member States can choose to interpret D1 in line with guidance published by the OECD in relation to their Mandatory Disclosure Rules. This is potentially extremely helpful and would therefore result in excluding from reporting arrangements that are consistent with the policy objectives of the CRS.
Thus, converting assets held through financial accounts into assets (for example, real estate, works of art) that are not covered by the CRS should generally not be caught unless abusive or part of a concerted promotion of such arrangements. However, care should continue to be exercised in relation to arrangements that involve the transfer of assets or financial institutions to the United States.
E3 – Transfer pricing and group re-organisations
This hallmark presents some difficulties as, although it is clearly intended to address transfer pricing concerns, the way it is drafted has the result of it potentially covering a large number of transactions that are typically used in the context of corporate re-organisations. These would include, for example, migrations, mergers, de-mergers, transfers of subsidiaries, and liquidations. A particular difficulty arises as the MBT does not apply to this hallmark.
There is some guidance emerging to the effect that these kinds of transactions should not be caught, supported by the fact that the OECD Transfer Pricing Guidelines simply do not address these as being of concern in the context of business re-organisations (where the focus is on the transfer of functions and risks).
Reporting – practical challenges
As we have seen, the principal reporting obligation is on “intermediaries” and it is clear that a large number of intermediaries could be involved in any particular arrangement and, as DAC 6 targets cross-border arrangements, the intermediaries are likely to be located in a number of different jurisdictions.
We have also seen that there is a likelihood that different intermediaries will have differing views on whether a particular arrangement is reportable or not. This will be partly due to the inherent uncertainties in the interpretation of the relevant rules. However, it will also be due to the fact that the rules and their interpretation are likely to vary across the different EU Member States.
It will clearly be in the interests of the client that there be as uniform an approach to reporting as possible and that the number of reports is kept to a minimum. There is a clear mechanism for allowing intermediaries not to report where an arrangement has been reported by another intermediary in any EU Member State and where the other intermediaries have adequate proof of the reporting.
This is all well and good but, once the reporting period up to 31 December 2020 has been dealt with (and there is some time for preparing that reporting process), reports will need to be filed within 30 days of the relevant trigger date. This does not leave much time for intermediaries to ensure that someone else has done the reporting and to get the required proof of that. The risk is that intermediaries, out of a concern to ensure that they are being DAC 6 compliant, will simply file their reports, thus leading to a multiplicity of reporting where the reports may themselves be different.
Relevant taxpayers (ie clients) would be advised to take a pro-active role (together with their principal advisers) to ensure that the reporting process is tightly co-ordinated and that there is an agreed process for any reporting before the 30-day period starts to run.
Employee Ownership Trusts increasing in popularity amid a backdrop of continuing uncertainty
With 2020 behind us, the impacts of the COVID-19 Pandemic and Brexit are still being felt throughout the economy, and will no doubt continue to cast a cloud of uncertainty for a good while yet. Businesses and business owners find themselves in a state of flux, not quite knowing which way to turn as circumstances continue to evolve so rapidly.
A traditional sale to an aligned trade purchaser or private equity investor may still be appropriate to many business owners seeking to exit in uncertain times, the long lasting effects of Covid-19 are likely to give rise to an increase in protracted commercial negotiations over company valuations, particularly if trading performance for 2020/21 have been supressed for a long period of time, and the scarcity of potential purchasers who are fair and commercial, rather than those seeking a potential bargain or reasons to de-risk the deal. However, if the thought of going at it for another three to five years is even lower down the list, there are other alternatives available to an owner looking for a different way to hand over the mantle
The advent of Employee Ownership Trusts (EOTs) in September 2014 has opened the door to many owners searching for alternative succession plans, creating a framework for greater employee engagement, and participation in the upside of future success.
Castle Corporate Finance have helped a number of owners and management teams through the process of a sale of shares to an Employee Ownership Trust, enabling not only succession for founders, but also allowing companies to manage and implement ambitious growth plans. The evidence to date [insert source reference to EOA website] indicates a significant increase in productivity within employee owned businesses – perhaps another factor contributing to their increasing popularity.
“Employment Ownership Trusts are not the answer for everyone but offer a distinct path for many owners or founders who may have explored traditional exit routes without success, and who may not be aware of the existence or the potential benefits of an EOT. The number of employee-owned businesses is rising rapidly, and we expect that trend to continue in the coming year as founders seek to de-risk, and management teams seek ways to involve their workforce in the running of the company.” said Victoria Ansell, director at Castle Corporate Finance.
One of the other substantial benefits for sellers is also the generous tax break on this form of exit which currently exists, in the form of 0% capital gains tax on the proceeds of sale, provided the transaction complies with the legislative framework. Employees could also gain a tax-free cash bonus of up to £3,600 per employee per year.
Knowing who to turn to for advice is the important first step for any business owner looking to explore the options available to them. An EOT could be the right solution but there are important criteria and conditions to be met.
“Castle can initially help to assess the feasibility of an EOT, firstly as an exit strategy for the current owner(s), but secondly as to whether it is a viable framework for the company itself as one looks to the future. We can help to assemble (and project manage) an experienced team of professionals to support sellers and the trustees of the EOT alike, covering valuation, taxation, and legal aspects, and drawing all those strands together. Finally, by supporting shareholders or management when presenting the EOT to employees: helping to ensure that transition to employee ownership gets off on the right foot from the beginning is vital.” Victoria said.
Employee-owned businesses in themselves are not new and business models of shared ownership have been around in one form or another for over a century. However, this model is less than ten years old, and many are still not aware of it. Castle Corporate Finance believe it should form part of any discussion around succession plans, and particularly at this time the EOT framework could be a lifeline to some business owners who want to share the success of their businesses with their employees.
Is MiFID II still fit for purpose in a post-COVID financial landscape?
By Martin Taylor, Deputy CEO and co-founder at Content Guru
January 2nd, 2021 was the third anniversary of the implementation of MiFID II, a legislative framework instituted by the European Union (EU) to regulate financial markets in the bloc and improve protections for investors. This second iteration of the Markets in Financial Instruments Directive includes a range of binding obligations for financial traders, including the need to record and store any/all external communications that could result in a trade, for a minimum of five years.
MiFID II is a complex piece of legislation to put it mildly and compliance requires a great deal of time and effort. Despite this, its ‘real-world’ value currently remains subject to debate. While the EU Regulator recently stated that rules around investment research and analysis had been a success, it has previously conceded aspects of MiFID II targeting marketing data costs have been less so. In a wider sense, industry professionals affected by the new legislation have extremely mixed feelings about its benefits and detriments, both to their work as individuals and to the financial sector as a whole.
However, one thing that is clear is the imposition of financial penalties associated with non-compliance to MiFID II is likely to increase significantly in the near future. Under the original MiFID legislation, many high-profile organisations, including Goldman Sachs International, received fines running into tens of millions of pounds for failing to report transactions in an accurate and timely fashion. Conversely, less than €2 million in fines were handed out under MiFID II in the whole of 2019. Many industry commentators attribute this low figure to a grace period for the new legislation, with the Financial Conduct Authority (FCA) giving firms some wiggle room as they acclimatise to it. But as this period ends, fines and penalties are expected to skyrocket.
Applying pre-COVID legislation in a post-COVID landscape
Of course, to say the financial landscape has changed somewhat in the last twelve months is a bit of an understatement, which makes adherence to MiFID II even harder than it was previously. In particular, the massive shift to home working has rapidly accelerated the adoption of new innovations and technologies aimed at making remote collaboration more effective, but not necessarily MiFID II compliant.
Organisations with well-established processes and methodologies have been forced to rapidly rethink their strategies. In many cases, the speed at which they’ve been able to achieve this has been extremely impressive, but it’s come at the expense of compliance. After all, MiFID II is applicable to any communication that may result in a trade. In a lockdown environment, where finance professionals are collaborating and screen sharing to make decisions, they are still operating under the compliance rules set out and their interactions should be recorded and stored. But how many organisations have actually put processes in place to meet these obligations as part of the ‘new normal’?
As the rollout of multiple COVID vaccines gets underway around the world, there’s growing hope of a return to more traditional working environments in the not-too-distant future. But with the popularity of home working leading to many organisations saying it’ll become a permanent fixture, where does that leave MiFID II compliance?
A complex compliance challenge
For compliance officers looking to shore up their organisation’s post-COVID remote work environment against MiFID II breaches, there are numerous concerns. For example, how can they ensure every pertinent conversation across numerous digital platforms, being used by hundreds of traders, is correctly managed and recorded? The issue can be broken down into two main categories. The first is the management of tools and services in question, and the second is management of the data being shared across them.
Technical complexity requires a proactive, technology-led response. Disjointed, reactive compliance is becoming increasingly unfeasible, given the depth and breadth of tools now being used. For instance, if trading professionals use Microsoft Teams, but their client prefers Skype, how can compliance officers ensure that each and every recording is properly maintained, regardless of which platform is used each time? The answer may lie in unified solutions, which provide a central platform to take advantage of these best-of-breed technologies and provides resources such as search-and-replay, e-discovery and end-to-end trade reconstruction across a diverse technical ecosystem. Unified solutions may allow firms to develop cost effective, enterprise-wide compliance and data management policies that are fit for purpose in the post-COVID landscape.
Effective data management and analytics will play pivotal role
One thing becoming increasingly clear is that the ability to manage and analyse datasets in their entirety, rather than relying on random manual sampling, will play a pivotal role in eliminating dangerous reporting gaps. Today’s analytics solutions and advanced speech-to-text technologies have already proven invaluable over the last ten months of restrictions and will continue to set the benchmark going forward. Tools such as universal search not only give compliance officers the visibility they need to do their jobs properly, they also help maintain effective standards across all relevant stakeholders.
However, such solutions have requirements of their own, particularly when it comes to robust data and storage. Firms must ensure that their systems utilise compliant data storage, that has sufficient capacity to retain all types of electronic communications data, including uncompressed stereo voice recordings, for at least five years after they are recorded, as stipulated by MiFID II.
The ability to comply with legislation such as MiFID II remains a key priority for every business within its scope. However, adhering to pre-COVID legislation in a post-COVID landscape is a lot easier said than done for many. Whether the creation of MiFID III will ultimately be required remains to be seen. Until then, it’s clear that successful compliance will rely on the effective implementation of technology-led solutions capable of overcoming the new barriers created by such a fundamental shift in work practices over the last 12 months.
FSS and India Post Payments Bank AePS Partnership Advances Financial Inclusion in India
New Delhi, January 12th,2020: FSS (Financial Software and Systems), a leading global payment processor and provider of integrated payment products, today announced partnering with India Post Payments Bank (IPPB) to promote financial inclusion among underserved and unbanked segments. As part of the collaboration, IPPB will use FSS’ Aadhaar Enabled Payment System (AePS) to deliver interoperable and affordable doorstep banking services to customers across India.
FSS’ AePS solution combines the low-cost structure of a branchless business model, digital distribution, and micro-targeting that lowers acquisition costs and improves reach. This strategic partnership offers significant opportunities to bring millions of unbanked customers into the financial mainstream. Currently, there are nearly 410 million Jan Dhan accounts in India. A primary reason for low usage of banking and payment services is the challenge of accessibility in rural areas and the cost of maintaining active accounts — including transaction and transport— outweigh the benefits. In rural and peri-urban areas, the average time to reach a banking access point potentially ranges between 1.5 and 5 hours, compared with the average of 30 minutes in urban areas.
Leveraging its vast network of over 136,000 post offices, and 300,000 postal workers, IPPB has been setup with the vision to build the most accessible, affordable, and trusted bank for the common man in India to deliver banking at the customer’s doorstep. With the launch of AePS services, IPPB now has the ability to serve all customer segments, including nearly 410 million Jan Dhan account holders, giving a fresh impetus to the inclusion of customers facing accessibility challenges in the traditional banking ecosystem.
Speaking on the tie-up, Mr.Krishnan Srinivasan, Global Chief Revenue Officer, FSS said, “We are proud to be IPPB’s technology partner in this monumental nation-building exercise. The collaboration is evidence of FSS’ deep payments technology expertise and commitment to bringing viable, market-leading innovations that promote financial deepening. FSS’ AePS solution combined with IPPB’s expansive last mile distribution reach empowers citizens of the country with a range of digital payment products and advance India’s vision towards less-cash economy.”
“Through the vast reach of Department of Posts network along with the advent of the interoperable payment systems to drive adoption, IPPB is uniquely positioned to offer a range of products and services to fulfil the financial needs of the unbanked and the underbanked at the last mile. Having launched AePS services, the Bank has become the single largest platform in the country for providing interoperable banking services to customers of any bank. The strategic partnership with FSS provides us with an opportunity to expand the portfolio of financial services and improve customer experience whilst maintaining operational efficiency, thus building a digitally inclusive society,” said Mr. J. Venkatramu, MD & CEO, India Post Payments Bank.
The infrastructure created by IPPB addresses the accessibility challenges faced by customers in the traditional banking ecosystem. It fulfils the Government’s objective of having an interoperable banking access point within 5 KM of any household and creating alternate accessibility for customers of any bank.
The operation of FSS’ AePS solution is based on agents performing transactions on behalf of customers using a tablet, micro-ATM or a POS device. The system is device agnostic and can accept transactions originating from any terminal. Customers of any bank can access their Aadhaar-linked bank account by simply using their fingerprint for cash withdrawal, balance enquiry and transfer of funds into an operating IPPB account, right at their doorstep. FSS’ AePS exposes APIs to third parties to develop an expansive services ecosystem and extend a broad suite of financial products and tools including micro-insurance, micro-savings, micro-finance, mutual fund investments, enabling the bank to further services adoption among low and moderate-income consumers.
FSS (Financial Software and Systems) is a leader in payments technology and transaction processing. FSS offers an integrated portfolio of software products, hosted payment services and software solutions built over 29+ years of experience. FSS, end-to-end payments products suite, powers retail delivery channels including ATM, POS, Internet and Mobile as well as critical back-end functions including cards management, reconciliation, settlement, merchant management and device monitoring. Headquartered in India, FSS services leading global banks, financial institutions, processors, central regulators and governments across North America, UK/Europe, Middle East, Africa and APAC. For more information visit www.fsstech.com.
About India Post Payments Bank
India Post Payments Bank (IPPB) has been established under the Department of Posts, Ministry of Communication with 100% equity owned by Government of India. IPPB was launched by the Hon’ble Prime Minister Shri Narendra Modi on September 1, 2018. The bank has been set up with the vision to build the most accessible, affordable and trusted bank for the common man in India. The fundamental mandate of IPPB is to remove barriers for the unbanked & underbanked and reach the last mile leveraging a network comprising 155,000 post offices (135,000 in rural areas) and 300,000 postal employees.
IPPB’s reach and its operating model is built on the key pillars of India Stack – enabling Paperless, Cashless and Presence-less banking in a simple and secure manner at the customers’ doorstep, through a CBS-integrated smartphone and biometric device. Leveraging frugal innovation and with a high focus on ease of banking for the masses, IPPB delivers simple and affordable banking solutions through intuitive interfaces available in 13 languages.
IPPB is committed to provide a fillip to a less cash economy and contribute to the vision of Digital India. India will prosper when every citizen will have equal opportunity to become financially secure and empowered. Our motto stands true – Every customer is important; every transaction is significant and every deposit is valuable.
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