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Publish Date

May 31, 2023

London Asset Manager Briefing Note – May 2023

Tax Insights

1. ATAD 3 UPDATE

The Anti-Tax Avoidance Directive III, also known as ATAD 3 or the Unshell Directive, is the EU directive introduced to prevent the use of shell entities for improper tax purposes in cross-border structures. ATAD 3 focuses on the minimum substance required by EU companies, and in the context of investment fund structures, whether holding companies would be impacted should be reviewed. If ATAD 3 is adopted, then Member States will need to implement it by 30th June 2023, in preparation for application from 1st January 2024.

We will shortly be producing a detailed article regarding how ATAD 3 could impact investment fund structures, and what fund managers should be doing to prepare for ATAD 3.

2. TAX REPORTING FOR MULTINATIONAL FUNDS

The A&M funds team has written an article here setting out the common tax reporting issues for multinational funds, and how funds in the UK can advance their tax reporting practices to stand up to increased scrutiny, particularly from tax authorities. Issues cover using local jurisdiction reporting practices, rather than UK ones, which may give rise to incorrect reporting. Understanding cross-border aspects of reporting is very important to stay complaint. Compliant reporting is also a powerful marketing tool for the fund as tax transparency is important for investors. Tax is emerging as an important element when it comes to ESG concerns, with many investors expecting funds and their managers to conduct their tax affairs in a sustainable, transparent and fair manner.

3. EMPLOYMENT-RELATED SECURITIES REPORTING

Now that the 2022/23 tax year has ended (on 5th April 2023), it is important to consider whether there are any employment-related securities reporting requirements for employing entities. If UK tax resident employees / directors / salaried members were awarded any carried interest or co-investment entitlements or any other securities in the 2022/23 tax year, then such securities should be registered with HMRC, and reported on the employment-related securities return by 6 July 2023.

If you would like support or assistance with your employment-related securities return including associated registration, please reach out to the A&M team.

4. RESERVED INVESTOR FUND CONSULTATION

The UK government has opened a consultation on the creation of a Reserved Investor Fund (“RIF”), a proposed closed-ended vehicle for non-retail investors. This could particularly be attractive to UK-based institutional real estate fund managers, which use other offshore structures. We are participating in the consultation and will keep you posted on any updates.

If you have any particular queries regarding the above or would like to speak about your structures more generally, please do not hesitate to contact Daniel ParryJordan BrownOrion GanaseRhys OwenJoe Macklin-GrayShirley Ly or your regular contact at A&M.

https://www.alvarezandmarsal.com/insights/am-taxand-london-asset-managers-briefing-note-volume-15