LUXEMBOURG Law and Practice Contributed by: Romain Tiffon and Marie Bentley, ATOZ Tax Advisers
The benefit of the instalment regime may be withdrawn and the outstanding tax liability become immediately payable in certain circumstances, including where the transferred assets are subsequently disposed of or transferred to a non-qualifying jurisdiction. By contrast, where the transfer is made to a jurisdic - tion that does not qualify for the deferral regime, the exit tax is generally due immediately upon the occur - rence of the exit event. 5.8 Tariffs Luxembourg does not maintain an independent national tariff regime. As a member of the European Union (EU) and the EU Customs Union, Luxembourg applies the EU Common Customs Tariff (CCT) to goods imported from non-EU countries. Goods mov - ing between EU member states circulate free of cus - toms duties, while imports from outside the EU are subject to the tariff rates and trade measures estab - lished at EU level. Luxembourg does not currently operate a general ex ante merger control regime. Consequently, merg - ers, acquisitions and joint ventures are not subject to mandatory notification or prior approval by the Luxembourg competition authorities under national competition law. As a general rule, therefore, M&A transactions are not reportable in Luxembourg on the basis of turnover or market share thresholds. Notwithstanding the absence of a national merger control system, certain transactions may nevertheless be subject to regulatory review at the European Union level. In particular, concentrations, including mergers, acquisitions of control and certain full-function joint ventures, fall within the scope of the EU Merger Regu - lation where the applicable jurisdictional thresholds are met. Transactions meeting those thresholds must be notified to and cleared by the European Commis - sion prior to implementation. 6. Competition Law 6.1 Merger Control Notification Furthermore, although no prior notification is cur - rently required at the national level, the Luxembourg
Competition Authority retains the ability to intervene on an ex post basis where a transaction gives rise to competition concerns, including potential abuses of a dominant position or other anti-competitive effects. It should also be noted that a draft bill proposing the introduction of a Luxembourg merger control regime is currently under consideration. The proposal would establish a system of mandatory pre-closing notifi - cation for transactions meeting specified turnover thresholds, including where the parties’ combined turnover in Luxembourg exceeds EUR60 million and at least two parties each generate Luxembourg turno - ver exceeding EUR15 million. However, the proposed legislation has been subject to criticism and has not yet been adopted. Accordingly, the timing of its entry into force and the final form of the regime remain uncertain. 6.2 Merger Control Procedure Luxembourg does not currently have a national ex ante merger control regime. As a consequence, there are no national rules describing the steps or timing of merger notifications. 6.3 Cartels Luxembourg has a framework addressing economic and anti‑competitive conduct, as part of its broader system governing economic crimes and market regu - lation. These are governed by a combination of the Luxembourg Criminal Code, and EU-derived regula - tions, such as the Market Abuse Regulation. This indi - cates that Luxembourg’s system is strongly influenced by EU law, including in areas relating to competition and market conduct. Economic offences include: • fraud; • market abuse and insider trading; and • other forms of unlawful conduct affecting markets. 6.4 Abuse of Dominant Position Luxembourg does have rules governing unilateral con - duct and, in particular, abuse of economic depend - ence, though the framework is somewhat limited and closely aligned with EU competition law.
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