2. Table of contents
Foreword 3
Introduction 4
Islamic finance: moving from niche market to a mainstream market 5
The principles of Islamic finance: what is it all about? 6
Luxembourg, an ideal regulatory, legal and tax framework for Islamic finance investments 8
How can Deloitte help you? 9
Contacts 12
2
3. Luxembourg is emerging to be one of the most important centres for Islamic finance
around the world and was the first European country to become an associate
member of the Islamic financial services board.
Luxembourg's involvement in the Islamic finance sector started over 30 years ago,
when, in the late 1970s and 1980s, the first Islamic financial institution and the first
Islamic insurance company of Europe were domiciled in Luxembourg respectively.
Those initial moves paved the way for a steady growth and development as a leading
non-Muslim jurisdiction in the Islamic finance world.
Since the first sukuk listing in Europe (Malaysia global sukuk) in 2002, Luxembourg
has proved to be a key place for sukuk listing with its 16 sukuk listed on the
Luxembourg stock exchange, representing approximately €5.2 bn. Besides,
Luxembourg also is a host of choice for fund domiciliation with more than 40
Sharia'a compliant investment funds and sub-funds.
Favoured due to its extensive network of double tax treaties (in particular with
Middle Eastern countries), a specific tax circular for Islamic finance transactions, and
with the expertise of highly skilled professionals, Luxembourg is now ready to take
on the challenge of further developing tailor made services for the fastest growing
class of ethical investments. Moreover, thanks to the support and sponsoring of its
authorities, Luxembourg embodies a primary location for Islamic finance investments
and is striving to become the European capital for Islamic finance.
We hope this brochure will provide you with some useful insights. Please do not
hesitate to contact us or any member of the Deloitte Islamic finance group should
you have any questions concerning our capabilities and how we might support you
in specific projects.
Yours faithfully,
Raymond Krawczykowski Daud Vicary Abdullah
Luxembourg Islamic Finance Leader Global Islamic Finance Leader
Islamic finance at Deloitte No interest... but plenty of attention 3
4. Introduction
Despite the financial crisis, fundamentals of the Islamic In this environment, many states appear as specialist
finance industry remain strong. With almost US$1 trillion Islamic finance platforms through the implementation of
of funds under management, significant oil and gas dedicated regulatory and tax regimes (e.g. Malaysia,
reserves and an expanding Muslim population in the Saudi Arabia, Kuwait). In Europe, Luxembourg is clearly
MENASA (Middle East, North Africa and South Asia) a leading jurisdiction. In 2009, the Grand Duchy was
region, Islamic finance protagonists have played their ranked as the largest non-Muslim place for fund
cards well. Among the 20 largest sovereign wealth domiciliation with 7% of the global market share.
funds, 9 of them, representing US$1,100 bn, are
Setting up Islamic investment ventures in Luxembourg
located in countries where Islam is the main faith.
is building a bridge between two worlds, at the
crossroad of converging interests of investors in need
of opportunities serving the real economy on the one
Luxembourg offers hand and Islamic fund promoters keen to distribute
their products worldwide on the other hand.
custom-made structures The flexible approach adopted by the Luxembourg
to both sovereign wealth government, the regulator and other actors of the
financial sector, its worldwide established proficiency in
funds wishing to invest on terms of financial assets administration and distribution,
as well as a highly skilled multilingual workforce, are
a pan-European basis and some of the factors that make Luxembourg one of the
most popular financial centres in the world.
to Sharia'a compliant funds Through its attractive financial market place and its
looking at a perfect location worldwide recognised expertise Luxembourg is the ideal
location to manage and distribute Sharia'a compliant
to serve Muslims and financial instruments on the global market.
non-Muslims in Europe
and in the rest of the world.
4
5. Islamic finance: moving from niche
market to a mainstream market
History The market size of Islamic finance
Modern day Islamic finance emerged in the 1960s with The market size of assets held under Islamic finance is
the establishment of the first Islamic bank in Egypt by estimated at US$800 bn and is expected to grow by
Ahmad El Najjar and the set up of Lembaga Tabung 15% annually.
Haji in Malaysia.
Besides, Islamic finance also represents:
Until the 1970s, Islamic banking was mostly focused • orethan300Islamicbankswindowsthatare
m
on the retail market. The rise of Islamic finance in present in at least 60 countries;
the late 1970s coincided with the oil crises of that
• orethan600Islamicfundsworldwidewithassets
m
decade, which created an immense amount of wealth
under management of more than US$50 bn. The
by bringing a large amount of capital to oil producing
growth of index funds has been underpinned by
countries. The emergence of wholesale banking and
the launch of several Islamic indexes by prominent
the associated product innovation is however a more
providers over the past few years. The first was the
recent development.
Dow Jones Islamic Market Index, launched in 1999,
In recent years, Islamic finance has attracted a number followed by the FTSE Global Islamic Index Series the
of western multinational financial institutions, which sameyearandin2006bytheStandardPoor’s
started offering Islamic financial products in the Sharia'a indices.
International Islamic financial market and to a lesser
The future of Islamic finance
extent in the western world.
Islamic finance is set for more growth as the
Intensive efforts also have been made to harmonise
widespread socio-economic development in the
Islamic financial practices, from creating accounting
MENASA region is expected to continue.
standards for Islamic financial products (through the
Accounting and Auditing Organization for Islamic The growth is driven by multiple factors such as:
Financial Institutions, AAOIFI), to integration of those • growingMuslimpopulationstandingataround
a
standards with global corporate and risk management 1.7 bn, out of which 50 million in Europe looking at
standards (i.e., Basel Accords I and II) through the investment products catered to their needs;
Islamic Financial Services Board (IFSB). Islamic finance • hesearchforethicalinvestmentsbyMuslimand
t
also falls within the scope of the IMF and of the World non-Muslim investors;
Bank.
• heneedofinvestmentproductswheretoinvestoil
t
Today, Islamic finance represents a small but growing revenue surpluses;
segment of the global finance industry estimated at 1% • heneedforIslamicprojectfinancingforthe
t
to 2% of the global financial assets worldwide. infrastructure projects in the region;
• growingnumberofIslamicandconventional
a
financial institutions entering the space;
• riseinsophisticationthroughgreaterfundamentals
a
in the contracts allowed under Sharia'a law and their
appropriate utilisation in the development of modern
financial instruments.
By 2012, it is estimated that Islamic financial assets
could reach about US$1,600 bn.
Islamic finance at Deloitte No interest... but plenty of attention 5
6. The principles of Islamic finance:
what is it all about?
Islamic finance is a subtle mix of economy,
ethics and Islamic law (Sharia'a) resulting in
financial transactions based on fairness, profit
and loss sharing and real transactions.
The difference between Islamic finance and Stock screening
conventional finance in investment consists of the fact
Two types of screening are performed as regards
that investors should observe certain principles in order
Sharia'a compliant portfolios: an ethical screening
to reconcile their belief with their investment practices.
(sector-based) and a financial screening (accounting-
This requires specific contracts and agreements while
based). Indeed, in addition to removing companies
doing business. Such contracts are generally based
with non-compliant (haram) business activities, the
on a risk-reward distribution key and their drafting
companies are also examined for compliance with
necessitates a lot of attention so as to exclude any
certain financial ratios. The screening process focuses
ambiguity between the different contracting parties.
on three main areas which are leverage, cash and the
Main principles - restrictions part of income coming from non-compliant activities.
This evaluation is monitored on an ongoing basis by
Avoid riba
the Sharia'a board. It must be noted that some Sharia'a
Riba which has come to be interpreted as interest, is
compliant indexes already exist (e.g. Dow Jones).
forbidden in Islamic transactions. This is a fundamental
Nevertheless, although there is growing consensus
principle for Islamic finance and banking. Therefore a
amongst Islamic scholars relating to the financial
conventional loan, for instance, is impermissible as it
screening ratios to be applied, some differences in
includes interest.
approach may still exist.
Avoid gharar and maysir
Some contracts and structuring
Any agreement that has a significant part of gharar
(excessive uncertainty) or maysir (speculation) will be The main contracts that serve for developing more
considered as invalid from a Sharia'a perspective. complex financial instruments, given the great potential
for financial innovation and expansion in Islamic
Preventable ambiguities and faults in the terms of the
finance, are the following:
contract are also banned.
• udarabah(financingpartnership):profitsharing
M
Avoid haram
partnership with only one of the partners providing
According to Sharia'a, trade is only permitted in the
the finance and the other having a return for
goods and commodities that are declared halal (lawful).
entrepreneurial activity. This usually applies to
Consequently, any stock of a company that derives
bank deposits and is a common basis for structuring
substantial income from haram (unlawful) activities
Sharia'a compliant investment funds.
(e.g. alcohol, gambling, non-halal meat, conventional
banking)shouldnotformapartofanIslamicinvestor’s • urabaha(cost-plussale):purchaseandsalefor
M
portfolio. a mark-up which is disclosed;
6
7. • usharakah(equitypartnership):ahighlyflexible
M The role of scholars and the Sharia'a board
tool for organising international business between
In order to oversee the product development, and
several business partners. Losses must be shared
to get approval of a product as Sharia'a compliant,
in the same proportion as contributed capital and
promoters will need a Sharia'a board.
profits will be distributed according to a pre-defined
ratio. An interesting application of such agreement The board is typically made up of a team of prominent
is a partnership in goodwill in which there may Islamic legal scholars, well disciplined in jurisprudence
not be any form of cash investment, but a partner (fiqh), particularly in areas of transactions and
contributes his name, credit or track record with business dealing.
a particular value, thereby allowing his partner to
The Sharia'a board is independent and has the duty
engage in business;
to monitor the Sharia'a compliance of the transac-
• alam(Islamicforward):similartoaforwardsale
S tions, the portfolio and the agreements as well as
contract consisting of a purchase of a commodity initially advising on the set-up of investment funds and
for future delivery with the price fully paid in contracts.
advance. The salam purchaser (usually an Islamic
In addition to the purification obligation monitoring,
bank) advances money to the salam seller, the latter
advising on the zakat (alms tax) calculation is also one
delivers the commodities at maturity;
of the other Sharia'a board responsibilities. The purpose
• ukuk(Islamicbonds):investmentcertificates
S ofzakatistodonateapartofone’swealthtothepoor
evidencing a prorata ownership or a beneficial and needy.
interest in an asset or enterprise;
As the board has an advisory and supervisory role,
• akaful(Islamicinsurance):insuranceprovidedona
T a close communication needs to be maintained
mutual basis; between the product development team and the board.
•jarah(Islamicleasing):legallybindingcontract
I
whereby the owner of something which has intrisic
value will transfer its usufruct to a third party for
a predefined period in exchange for an agreed
consideration.
Islamic finance at Deloitte No interest... but plenty of attention 7
8. Luxembourg, an ideal regulatory,
legal and tax framework for
Islamic finance investments
With its strong and stable legal environment and its Aside its international initiatives, Luxembourg also acts
flexible tax organisation, Luxembourg is a domicile domestically. The Luxembourg tax authorities issued
of choice for cross border distribution of investment a circular letter dealing with the tax treatment of
products. Total assets under management amounted to murabaha and sukuk in January 2010. The circular also
more than €1.8 bn and demonstrate that Luxembourg describes other Islamic finance transactions such
continues to be the European leader for fund administration as musharakah, mudarabah, Ijarah and istisna. The
and distribution around the world. tax authorities have taken a very pragmatic position,
based on the substance over form approach, which
The attractiveness of Luxembourg is strengthened by
renders such transactions very attractive from a tax
the fact that tailor-made structures, adapted to specific
point of view (for more details on this subject please
situations in order to deliver expected commercial
see Appendix 3).
outcome, are coupled to tax efficient returns.
In addition, the Luxembourg investment funds
Its unique blend of specialist service providers enables
regulatory environment is particularly flexible and offers
Luxembourg to offer fund promoters an extraordinarily
the possibility to structure regulated vehicles in such a
wide range of investment products having progressive
way that they can accommodate Sharia'a compliant
levels of flexibility, stretching from unregulated (i.e.
investments.
Soparfi) over lightly regulated (Specialised Investment
Funds, SICAR) to strongly regulated (i.e. UCITS funds) Finally, besides an appealing tax and regulatory
vehicles. regime, Luxembourg benefits from a full range of
highly skilled service providers such as administrative
Size, location and type of investors or investments will
agents, custodian banks, domiciliation agents, paying
drive the choice of vehicle. SIF might be particularly
agents, transfer and register agents, lawyers, chartered
suitable for structuring Sharia'a compliant investments
accountants and tax advisors.
for institutional investors, while Soparfi may be
appropriate for MENASA based investment funds
looking to use Luxembourg as a holding location.
The monitoring of potential withholding tax costs is
one of the key aspects of the structuring. Similarly,
the review and development of exit strategies in a
tax efficient perspective need to be considered since
they can dramatically impact the expected returns on
investments.
In this respect, Luxembourg is particularly competitive
thanks to its flexible environment allowing tax efficient
structuring and its extensive network of 75 double tax
treaties in force, awaiting ratification or under
negotiation, offering interesting withholding tax rates
and taxation regime of gains. It includes notably in-force
tax treaties with Azerbaijan, Indonesia, Malaysia,
Morocco, Qatar, Singapore, Turkey, Tunisia, United Arab
Emirates and Uzbekistan, signed treaties awaiting
ratification with Albania, Bahrain, Kazakhstan and
Kuwait together with advanced negotiations with,
Lebanon, Pakistan and Syria.
8
9. How can Deloitte help you?
First, what sets Deloitte apart is the fact that we are are made. The extent of our industry experience allows
the only big four firm that offers the market a holistic us to design and implement an effective audit plan.
proposition by having a Sharia'a scholar within our This enables us to accomplish our audit objectives
network enabling us to provide Sharia'a compliant efficiently while maximising our contribution to the
solutions to our clients. Deloitte has appointed Mufti clients’businessthroughouraudit,Islamicfinanceand
Hassaan Kaleem, a pupil of the industry renowned asset management teams.
Sheikh Mohammed Taqi Usmani.
We continue to enhance the value of our audit services.
Apart from this, Deloitte Luxembourg participates As a result we have developed and integrated numerous
in various working groups of the Luxembourg Fund innovative tools and techniques to perform value-
Association (ALFI). added audits. We have developed accounting policies,
accounting guidance and audit procedures for Islamic
Very recently, ALFI created a new working group in the
finance investment products.
Middle East to present the Luxembourg fund industry in
the region. Mr. Aly El Azhary (audit partner of Deloitte Consulting and financial advisory
Saudi Arabia) is a member of that working group and is
Enterprise risk services
participating actively as a local bridgehead to reinforce
Identifying opportunities, avoiding risks, dealing with
the relations with the Middle Eastern market.
threats and developing a strong core business are all
Secondly, our global Islamic finance practice comprises a important in achieving business objectives along with
dedicated group of experienced Islamic finance consideringSharia'acompliance.Deloitte’srisk
professionals, backed by a global network of industry professionals help clients to identify, analyse and control
specialists drawn from our consulting, tax and financial risk. Global leader enterprise risk management, our
advisory services dedicated to the seamless delivery of service offering covers the areas of strategy, operations,
services. reporting and compliance across an entire business
including people, process, technology and data.
Deloitte has also established an Islamic Finance
Knowledge Center in Bahrain. Thanks to its research Investment management services
function (survey, publication and library compiling) This department includes, among others, the following
and strong connections established with a wide range relevant services lines to Sharia'a investment funds:
of Islamic finance markets (forum, seminar, webcast,
- Fund engineering fund registration
workshop), our practitioners aligned to this center of
This service line is involved in the launch of new
excellence may provide technical support and practical
investment products, and is to be considered as a very
expertise relating to the Islamic finance industry. This
efficient guide for new comers to the Luxembourg
ensures that we are acutely aware of the challenges that
jurisdiction. We assist with the prospectus definition
Islamic finance actors are facing around the world and
and team up as a partner throughout the fund set-up
are able to respond to their needs effectively.
phase. Thanks to our “one-stop-shop” fund registration
With services encompassing financial advisory on sukuk service, we are able to assist the registration of UCITS as
issuances and financing transactions, tax and accounting well as non-UCITS funds in foreign jurisdictions from the
advice on cross-border transactions, as well as Islamic beginning of the procedure until the maintenance of the
finance conversions and compliance through our consulting fund registration in target markets. This service has been
practice,Deloitte’sinternationalcapabilitiesprovidea of great support to fund promoters distributing their
one-stop solution for clients seeking to undertake Islamic products on a pan-European basis.
finance transactions by offering specialised solutions
- Investment compliance, business compliance
tailored to the needs of our clients.
regulatory issues
Audit services Through cold testing processes of investment objectives
and the investment universe of the funds, we can assist
Deloitte’sauditapproachispartner-led,especiallyinthe
Sharia'a boards and fund directors in their ongoing
planning phase when significant audit strategy decisions
Islamic finance at Deloitte No interest... but plenty of attention 9
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monitoring of the investment portfolio. We may also - highly skilled Luxembourg chartered accountants to
provide resources to assist with the processing of the temporarilyhelpwithclients’organisation;
income purification calculations.
- training sessions and hotlines on Lux GAAP and
- Fund service providers selection (custodian and IFRS matters.
fund administrator)
Such accounting services are monitored by one key
This service line evaluates the custody and fund
contact person who provides the entity with a cross
administration service providers from both
practice support, follow up of its day-to-day operations
qualitative and quantitative perspective. We provide
and ensures compliance with Luxembourg requirements
you with analysis and evaluation through scoring grids
at all stages of its lifecycle.
and analysis of pricing proposals to provide the fund
sponsors with the necessary aids and market insights Tax
to identify appropriate service providers. Within the Deloitte Luxembourg international tax
Corporate services department, we have dedicated tax specialists who are
also familiar with the principles of Islamic finance.
Our in-house corporate-legal experts, familiar with the
Islamic finance principles, provide strategic solutions The Luxembourg international tax department therefore
regarding the implementation of investment vehicles in is very well placed to provide tax advice on Islamic
Luxembourg, including financial instrument issuance, finance products and Sharia'a investment funds.
drafting of prospectus, co-ordination and representation in Our tax specialists, familiar with the principles of Islamic
front of the Luxembourg financial supervisory authority. finance can provide:
Accounting services - tax structuring advice for Islamic finance products and
Deloitte offers accounting consultancy and compliance Sharia'a investment funds, both from a direct tax and
services to Luxembourg Islamic finance investment indirect tax viewpoint;
vehicles, from initial thoughts over implementation of - assistance regarding tax due diligence work;
Sharia'a compliant structures to the day-to-day
management of these entities. This includes mainly: - ongoing tax assistance regarding tax compliance
(direct tax compliance and VAT);
• Accountingassistancewhensettingupthestructure
- assistance regarding the review or drafting of the tax
• ccountingcomplianceandreportingforregulated
A sections of legal documents such as private placement
and unregulated vehicles under Lux GAAP and IFRS memoranda or prospectuses.
(in accordance with CSSF and financial sector
regulations for regulated vehicles if applicable) Our unique combination of knowledge in the Islamic
finance and international tax area ensures that the
• ConsolidationunderLuxGAAPandIFRS Sharia'a compliant products or vehicles set up through
• Specificassistancesuchasproviding: Luxembourg will be structured in the most tax efficient
way, whether these structures are unregulated (Soparfi) or
- financial analysis at group level for management or
regulated vehicles (such as UCITS, specialised
Sharia'a board purposes;
10 investment funds, SICAR and securitisation vehicles).
13. Appendix 3 - Tax authorities issue
guidance on Islamic finance
The main features of the circular are as follows:
The Luxembourg tax Murabaha:
authorities issued a circular Murabaha refers to a sale transaction whereby assets
are sold under deferred terms at cost plus a profit
letter on 12 January 2010 that mark-up. The cost price and the mark-up are known
by both the buyer and the seller. Both Islamic and
clarifies the tax treatment of conventional financial institutions (FIs) can act as
buyers-sellers in murabaha financing arrangement.
various Islamic financing The pre-determined mark-up represents the
arrangements and issues. remuneration for the FI.
Example:
The circular essentially deals with the tax treatment Market
of murabaha and sukuk but also describes other Transfer of Spot
€40,000
instruments, such as musharakah, mudarabah, ijarah, assets payment
ijarah-wa-iqtina and istisna.
FI
The circular coincides with other activities designed Payment
Transfer of €40,000
to market Luxembourg as a European hub for Islamic + under
assets €8,000 deffered
finance. The Crown Prince of Luxembourg and the terms
Finance Minister recently led a successful mission to Buyer
promote Luxembourg as a global financial services
center to Bahrain and the United Arab Emirates.
This mission was embarked on shortly after it was Buyer A approaches a financial institution (FI) to
announced that the Luxembourg-United Arab purchase a car, the market price of which is
Emirates tax treaty would become effective as from 1 €40,000. FI buys the car on the market for €40,000
January 2010. Luxembourg’s tax treaty network now and obtains title to the vehicle. FI sells the car to its
includes signed treaties with Bahrain, Kuwait and client, Buyer A, for €40,000, plus a mark-up of
Qatar, with negotiations in progress for treaties with €8,000. FI transfers ownership of the vehicle to
Lebanon and Syria. Buyer A against deferred payments (e.g. €12,000 per
year over four years).
Luxembourg has actually played an active role in
Islamic finance since the 1980s: Since the total price of the car amounts to €48,000,
FI would realise a gain of €8,000 on the sale. In a
• he first Islamic insurance company (takaful) in
T
conventional “buy-sell” transaction, that gain might
Europe was established in Luxembourg in 1983;
be taxed in the year of disposal.
• 6 sukuk are currently listed on the Luxembourg
1
The circular however, adopts a “substance-over-
stock exchange (representing approximately
form” approach and provides that the taxation of
€5.2 bn in notes);
the income can be deferred over the term of the
• uxembourg hosts more than 40 Sharia’a-
L transaction (as would be the case in a conventional
compliant investment funds and subfunds. financing arrangement). This favorable treatment will
be granted if the following conditions are satisfied:
The circular further enhances the attractiveness of
Luxembourg as a hub for Islamic finance activities. • he agreement between FI and Buyer A clearly
T
It confirms Luxembourg’s approach to Islamic finance states that the finance provider acquires the goods
and clarifies the tax treatment of Islamic finance with the aim of reselling them (immediately or
instruments such as murabaha and sukuk. within a maximum period of six months following
the initial acquisition);
