Contract analysis
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Contract analysis / draft-w8ben-e-halcyon.docx
draft-w8ben-e-halcyon.docx
High · 1
Medium · 1
Standard · 2
1. Less than 50% of the entity's gross income for the preceding calendar year is passive
1. Less than 50% of the entity's gross income for the preceding calendar year is passive income; and
2. Less than 50% of the weighted average percentage of assets held by the entity during t
Medium
⚑ Liability cap to check against exposure
2. Less than 50% of the weighted average percentage of assets held by the entity during the preceding calendar year are assets that produce or are held for the production of passive income. Both tests are comfortably satisfied. For the fiscal year ended December 31, 2025: • Revenue from active semiconductor sales: €3,820 million. This revenue is virtually entirely derived from the sale of semiconductor products, incl
Article 28 of the US-Germany Income Tax Treaty contains a comprehensive Limitation on Bene
High
⚑ Penalty / liquidated damages
Article 28 of the US-Germany Income Tax Treaty contains a comprehensive Limitation on Benefits ("LOB") provision designed to prevent "treaty shopping" — that is, the use of the Treaty by entities that lack a genuine economic connection to Germany. To claim treaty benefits, Halcyon must satisfy at least one of the LOB tests set forth in Article 28. Recommended LOB Provision: Publicly Traded Company Test Check: "Compan
1. The entity identified on line 1 of this form is the beneficial owner of all the income
1. The entity identified on line 1 of this form is the beneficial owner of all the income or proceeds to which this form relates, is using this form to certify its status for chapter 3 and/or chapter 4 purposes, or is a merchant submitting this form for purposes of section 6050W;
2. The entity identified on line 1 of this form is not a US person;
2. The entity identified on line 1 of this form is not a US person;
3. The income to which this form relates is: (a) not effectively connected with the condu
3. The income to which this form relates is: (a) not effectively connected with the conduct of a trade or business in the United States; (b) effectively connected but is not subject to tax under an applicable income tax treaty; or (c) the partner's share of a partnership's effectively connected taxable income;
4. For broker transactions or barter exchanges, the beneficial owner is an exempt foreign
4. For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions to this form; and
5. For treaty claims: The entity identified on line 1 is a resident of Germany within the
5. For treaty claims: The entity identified on line 1 is a resident of Germany within the meaning of the income tax treaty between the United States and Germany. The signatory certifies that he or she has the authority to sign for the entity identified on Line 1 of the form and that the information provided on the form is accurate and complete in all material respects. Signature block HALCYON SEMICONDUCTOR AKTIENGESE
1. Meridian Trust Company, N.A. (Depositary)
1. Meridian Trust Company, N.A. (Depositary) Meridian Trust Company, N.A. 101 Barclay Street New York, New York 10286 United States of America Attention: Patricia Novak, Vice President, Depositary Receipts Delivery Method: Overnight courier (original executed form) with a courtesy PDF copy sent by email in advance. Meridian Trust Company, N.A. will serve as the Depositary under the Deposit Agreement for Halcyon's Lev
2. Other US Withholding Agents
Standard
⚑ Commercial term
2. Other US Withholding Agents The executed Form W-8BEN-E should also be provided to any other US person or entity that makes payments of US-source income to Halcyon Semiconductor AG and that is required to act as a withholding agent under Chapters 3 and 4 of the Internal Revenue Code. This includes, without limitation: Halcyon Semiconductor USA Inc. 2500 Technology Drive, Suite 400 San Jose, California 95134 Attenti
1. Per se corporations: Certain foreign entities are listed by name in Treasury Regulatio
1. Per se corporations: Certain foreign entities are listed by name in Treasury Regulation §301.7701-2(b)(8) as entities that are always treated as corporations for US federal income tax purposes. These entities may not elect a different classification on IRS Form 8832.
2. Eligible entities: Foreign entities that are not listed on the per se list are "eligib
Standard
⚑ Commercial term
2. Eligible entities: Foreign entities that are not listed on the per se list are "eligible entities" that may elect to be treated as partnerships, corporations, or (if they have a single owner) disregarded entities, subject to the default classification rules. Application to Halcyon Semiconductor AG Halcyon Semiconductor AG is organized as an Aktiengesellschaft under German law. Treasury Regulation §301.7701-2(b)(8)
1. Obtain or Confirm US EIN for Halcyon Semiconductor AG
1. Obtain or Confirm US EIN for Halcyon Semiconductor AG Status: Open Description: Confirm whether Halcyon Semiconductor AG has previously obtained a United States Employer Identification Number (EIN) in its own name. The EIN of the US subsidiary (Halcyon Semiconductor USA Inc., EIN: 84-3927561) is not the parent AG's EIN and may not be used. If no EIN has been obtained, an application on IRS Form SS-4 must be filed
2. Obtain German Steuernummer for Line 9b
2. Obtain German Steuernummer for Line 9b Status: Open Description: Obtain Halcyon's German tax identification number (Steuernummer) as issued by the Finanzamt München. This number is required for Line 9b of the Form W-8BEN-E when claiming treaty benefits. Responsible Parties: Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban / Johanna Weiß), with coordination by Wilhelm Ostermann Target Completion: No later than May
3. Confirm Authorized Signatory and Obtain Corporate Authorization
3. Confirm Authorized Signatory and Obtain Corporate Authorization Status: Open Description: Confirm that Katarina Dalmqvist (CFO / Finanzvorstand) is the designated signatory for the Form W-8BEN-E. Determine whether Halcyon's articles of association (Satzung) or internal governance policies require a resolution of the Vorstand or other corporate authorization for the execution of tax withholding certificates to be p
4. Coordinate Delivery of Executed Form to Meridian Trust Company, N.A.
4. Coordinate Delivery of Executed Form to Meridian Trust Company, N.A. Status: Pending — awaiting execution Description: Upon execution, deliver the original Form W-8BEN-E to Meridian Trust Company, N.A. (Patricia Novak, VP, Depositary Receipts, 101 Barclay Street, New York, NY 10286) via overnight courier, with a courtesy PDF copy sent by email in advance. The form must be in Meridian Trust's possession prior to th
5. Review Withholding Documentation Requirements for Halcyon Subsidiaries
5. Review Withholding Documentation Requirements for Halcyon Subsidiaries Status: Open Description: Determine whether separate Forms W-8BEN-E (or other applicable withholding certificates) are required for any Halcyon subsidiaries that may receive US-source payments. This includes, in particular: • Halcyon Asia Pacific Pte. Ltd. (Singapore) — if it receives US-source payments from US customers, licensees, or Halcyon
6. Confirm Applicability of Germany Model 1 IGA and German Reporting Obligations
6. Confirm Applicability of Germany Model 1 IGA and German Reporting Obligations Status: Open Description: Confirm the applicability of the Germany–United States Model 1 Intergovernmental Agreement (IGA) under FATCA and any related German reporting obligations that Halcyon may have in connection with the provision of this form and the ADR program. While Halcyon's Active NFFE status means it is not subject to the IGA'