luxembourg gp entity administration

Scope of Services: Carta Luxembourg GP Entity Administration

I. Books and Records

The Agent (as defined in your engagement letter) will:

• Prepare and record all the bookkeeping entries and balance sheet (1)
• Prepare the annual financial statements in accordance with the rules of the articles, and shall provide them to the statutory and company auditors (or any other authority, member, board supposed to be provided with these documents)
• Provide the General Partner with assistance for the follow-up and coordination of the audit process at the General Partner's expense

Carta will:

• Grant access to the Carta platform for review of books and records

You will:

• Agree to transmit to the Agent at the earliest possible date, and at the latest within the 15 days of their signature or their establishment, all of its books, registers, documents, minutes, agreements, certificates and files necessary for the Agent in fulfilling its obligations and/or required by the law or the Luxembourg authorities
• Inform the Agent immediately of any changes in its articles of incorporation as well as any changes in the share ownership structure, its bodies as well as its ultimate beneficial owners, and to provide the Agent all the relevant documents

II. Banking and Payments

Carta will:

• Set up electronic payments for all cash activity as requested
• Confirm all General Partner expenses are done in accordance with the constitutional documents

You will provide Carta (2):

• Access to the General Partner entity’s bank account as required, with the ability to set up payments (bank must have two step-authorization capability and account must be in the General Partner entity’s name)
• Wire or other payment instructions and invoices for expenses

You are responsible for:

• Setting up bank account with your chosen banking partner (unless you have purchased Fund Formation Services with Fund Administration)
• Final review and releasing of payments after you receive confirmation from Carta
• Performing any call backs to your vendor
• Depositing checks
• Ensuring accurate user profile setup within the Carta platform
• Establishing authorized access to your bank account
• Resolving any failed, rejected, returned, or on hold payments due to additional information or documentation needed by your banking partner

III. Corporate Tax Compliance and VAT

The Agent (as defined in your engagement letter) will (3):

• Compute corporate income tax, net worth tax and municipal business tax for the General Partner
• Verify annually the tax assessments issued by the “Administration des Contributions Directes”
• Verify and manage the documents issued by the “Administration de l’Enregistrement et des Domaines” and notify the tax amounts payable and due dates for payment

The Agent will not:

• Provide any legal, tax or VAT advice services

You will:

• Hereby grant special power to the Agent to sign and submit the tax returns to the Luxembourg Tax administration and the VAT returns to the Luxembourg VAT administration (4)
• Undertake strictly to observe the Luxembourg or foreign legal and administrative regulations in force in Luxembourg and abroad
• Confirm that you have received adequate information regarding the relevant Luxembourg or foreign fiscal and commercial legislation

In respect of all services detailed in this scope of service, you will:

• Inform the Agent of any litigation or conflict in which it may be, or could be, involved and of any lawsuit in which it is implicated or be a party
• Transmit to the Agent any correspondence addressed to it
• Advise the Agent of any major event affecting or capable of affecting the General Partner in any general manner whatsoever, including the institution of any criminal proceedings against the General Partner, its shareholders and/or directors
• Give the Agent full powers to effect, at the General Partner’s expense, any deposits, registrations and publications required by the law relating to commercial companies
• Undertake not to carry out operations contrary to the law, public policy, bonos mores, its articles of association and, in particular, the specific regulations applicable to the General Partner, in the Grand Duchy of Luxembourg and abroad
• Refrain from doing anything that may affect the independence of the Agent or its associates
• Undertake not to engage in any action which may give third parties, in a letter or any other document, the impression that the Agent assumes or participates in the direction, management or control of the General Partner, or guarantees its commitments
• Undertake to supply the General Partner’s bank account with sufficient funds so that the General Partner may honor its financial obligations at all times
• Undertake to give its instructions to the Agent only in written form, the General Partner bearing the burden of proof that such written communication has been received. (5)

(1) The Agent shall not assume any liability if, through the fault of third parties or because of a failure to communicate (supporting) documents, it has been unable to prepare the accounts and balance sheet correctly and effect statutory publication within the time limits prescribed (2) Additional documentation or information may be required by Carta as circumstances warrant (3) The Agent shall not assume any liability if, through the fault of third parties or because of a failure to communicate (supporting) documents, it has been unable to complete and file any of the tax returns, periodical and annual VAT returns in due time. (4) The Agent, when acting through the power granted, shall not bear any tax liabilities or penalties for late payments vis-à-vis the “Administration des Contributions Directes”. Such amounts remain due by the General Partner. (5) The Agent is entitled not to carry out the instructions contained in such written communication if it considers such instructions to be contrary to public policy, bonos mores, or the laws and administrative regulations in force in Luxembourg and abroad, or if such instructions are contrary to the Agent’s obligations set out herein.