A864 : Loi du 22 décembre 2023 relative à l’imposition minimale effective pour les groupes d’entreprises multinationales et les groupes nationaux de grande envergure dans l’Union.

The Law of 22 December 2023 on effective minimum taxation for the transposition of Council Directive (EU) 2022/2523 of 15 December 2022 aiming to ensure a global minimum level of taxation for multinational entity (MNE) groups and large national corporate groups in the Union applies to constituent entities located in Luxembourg that are members of MNE groups or a large-scale national group with an annual turnover equal to or exceeding 750,000,000 euros. The law introduces the Pillar 2 Income Inclusion Rule (IIR) and the Undertaxed Payment Rule (UTPR) to ensure a minimum tax rate of 15% for MNE groups. It specifies the criteria for determining the applicability of the law based on the financial statements of the ultimate parent entity over a specified period. Additionally, it addresses the adjustments to the turnover threshold in cases where the fiscal years are of varying durations. Moreover, the law introduces the concept of a „additional national top-up tax“ and outlines the conditions under which it is calculated and applied. It specifies the circumstances under which no additional tax is calculated for constituent entities located in a jurisdiction that applies the additional national top-up tax. It also addresses the treatment of uncollected additional national top-up tax and its inclusion in the additional tax calculation for the jurisdiction.
The law provides guidance on the preparation of consolidated financial statements by the ultimate parent entity. It outlines the scenarios where the ultimate parent entity is not required to prepare consolidated financial statements and specifies the acceptable accounting standards for such financial statements. Moreover, it addresses the determination of the net accounting value of tangible assets and introduces the concept of investment entities. Furthermore, the document delves into the application of the turnover threshold in the context of mergers and demergers of groups. It defines the terms „fusion“ and „scission“ and outlines the presumption of the turnover threshold being met in the event of group mergers. Additionally, it specifies the information that constituent entities must communicate to the tax authorities in Luxembourg, including details about the entity, group, ultimate parent entity, and relevant fiscal years.
The law also mandates the submission of an information declaration for the additional tax, detailing the identification of constituent entities, information on the group’s social structure, and historical choices made in accordance with the law. It further addresses the transitional protection regime for country-by-country reporting, defining key terms such as total turnover, qualified country-by-country reporting, qualified financial statements, and pre-tax results. Additionally, it outlines the transitional period, transitional rates, and the definition of a qualified person in this context.