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Holding shares in a private Tesla outside the US

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I *hope* you're right and this is not needed, but we don't know that for sure (we don't know anything for sure).
If as EU investors we are able to keep things as they are, I'll be very very happy.
In the meantime, we are exploring different scenarios.
I'm quite surprised to learn that NO ONE knows if it would be possible to keep shares after their conversion.

It's not like TSLA shares are traded on the Douala Stock Exchange and Tesla the company is based in Vatican City.

What even more surprising to me is that, by default, small foreign shareholders expect not to be able to keep their shares.
 
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I'm quite surprised to learn that NO ONE knows if it would be possible to keep shares after their conversion.

It's not like TSLA shares are traded on the Douala Stock Exchange and Tesla the company is based in Vatican City.

What even more surprising to me is that, by default, small foreign shareholders expect not to be able to keep their shares.

Sorry to make a clear statement but,

  1. Small investors are expecting by default to be able to keep their shares in TESLAP
  2. Nobody as of today can know if you can be a shareholder in a new company if Ts&Cs of that company are yet to be announced
  3. Elon confirmed today the 3rd time that investors will be able to stay and they are working on the structure as we speak
 
I got today a mail from my bank (CC/BNP) that confirmed that now as my shares are located in the US I will be able to vote.

As this question has been raised, this confirms that it makes indeed a difference at least in some cases like mine where the shares are located (US or EU).
Did you pay for the transfer? Because I doubt that my shares (held in a French bank account) are stored in the US yet I've always been able to vote. Could you a way for them to get paid for things they should do anyway. Wait, why would I question bankers' honesty?!
 
Did you pay for the transfer? Because I doubt that my shares (held in a French bank account) are stored in the US yet I've always been able to vote. Could you a way for them to get paid for things they should do anyway. Wait, why would I question bankers' honesty?!

Given my serious complains they covered the 30€ . My bank is BNP Paribas so thats a French bank as well.

For every vote that I place they ask now for $150. I will discuss that with them once its timed. As you are saying correctly, they are paid for that service already and I do not see a justification to pay about 1/2 of a share just to vote.
 
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Very good. Quite responsive on chat for customer support. Good webdesign. Propper web security. Almost a bit too much. ;-)
Did you transfer shares to your Schwab account? I'm asking as I want to understand if Schwab will record the buying prices of my shares from my current broker once I transfer the shares. The reason is that I only want to pay tax on my profit, not on the whole transaction amount if I sell shares in the future.
 
Did you transfer shares to your Schwab account? I'm asking as I want to understand if Schwab will record the buying prices of my shares from my current broker once I transfer the shares. The reason is that I only want to pay tax on my profit, not on the whole transaction amount if I sell shares in the future.

Every broker you buy from will record the buying price. As I a understand you life in Germany you will be taxed regardless what broker your shares are with.

We do not know if that will be a taxable event but if we assume for a second it will be than you will be taxed on the profit you made on your shares with Abgelungs-/Kapitalertragssteuer + Solidaritätszuschlag.

If that happens which I hope not than I will get a legal counsel considering to sue together with other shareholders the German tax authorities.That has been done before successfully at a similar event with Google.
 
Besides being able to vote, another reason to move shares to the US would be to be able to lend the shares out to short sellers, making additional profit. I've heard about the concept but I didn't find any current information about the actual amount of money one can make. An old thread from 2013 (Cost to Borrow Tesla Shares for Shorting Hits 85%) said it was as high as 85% annualized rate shorts have to pay!

One has to recall the shares to be able to vote though. Which makes me wonder, if a large number of investors recall the shares, wouldn't that start a squeeze already?
 
Besides being able to vote, another reason to move shares to the US would be to be able to lend the shares out to short sellers, making additional profit. I've heard about the concept but I didn't find any current information about the actual amount of money one can make. An old thread from 2013 (Cost to Borrow Tesla Shares for Shorting Hits 85%) said it was as high as 85% annualized rate shorts have to pay!

One has to recall the shares to be able to vote though. Which makes me wonder, if a large number of investors recall the shares, wouldn't that start a squeeze already?

The ability of a bank or broker to lend shares does not have anything to do where you shares are located but first of all what contract you have with your bank or broker.

Mine is gladly not allowed to although my stocks are in NY. Otherwise I would switch to another bank.

I understand the logic of shorting and why it makes sense in certain circumstances. However looking what happens here with Tesla has convinced me that this is an instrument that should be regulated further.
 
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Every broker you buy from will record the buying price. As I a understand you life in Germany you will be taxed regardless what broker your shares are with.

We do not know if that will be a taxable event but if we assume for a second it will be than you will be taxed on the profit you made on your shares with Abgelungs-/Kapitalertragssteuer + Solidaritätszuschlag.

If that happens which I hope not than I will get a legal counsel considering to sue together with other shareholders the German tax authorities.That has been done before successfully at a similar event with Google.
I might not have asked my question well enough :)
Although I don't like to pay taxes I know I have to. There is a double taxation agreement (Doppelbesteuerungsabkommen) in place between Germany and the US. Although I only know in theory how it works back from my studies, I guess it will be somehow manageable for me. But happy to discuss with you if you are more experienced with this.

My question was basically if my buying price of TSLA that I payed while being with my broker in Germany will also be registered with Schwab after transferring the shares so that I only have to pay tax on the difference between my sales price and my acquisition price. If Schwab would not register this acquisition price the IRS would get 20% (capital gains tax - if I'm not mistaken) on the total sales price, not only on my profit. And I have no clue how to request it back afterwards.
 
I might not have asked my question well enough :)
Although I don't like to pay taxes I know I have to. There is a double taxation agreement (Doppelbesteuerungsabkommen) in place between Germany and the US. Although I only know in theory how it works back from my studies, I guess it will be somehow manageable for me. But happy to discuss with you if you are more experienced with this.

My question was basically if my buying price of TSLA that I payed while being with my broker in Germany will also be registered with Schwab after transferring the shares so that I only have to pay tax on the difference between my sales price and my acquisition price. If Schwab would not register this acquisition price the IRS would get 20% (capital gains tax - if I'm not mistaken) on the total sales price, not only on my profit. And I have no clue how to request it back afterwards.
If your new broker has not registered your acquisition price, you can just tell them what the price was, and they can register it for you. At IBKR you have some time to change the price if it is wrong. You can do it by yourselves on the internet. A move of stock position from one broker to one other would not be taxed if you live in Norway, neither would the conversion to TESLAP. If there is double tax ageement, you need to fill it into a form. You will not be taxed for your gains in US, when you sell your shares, only in your home country.
 
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I haven't heard back from my bank/broker in Norway yet (DNB Markets). But I do have one personal experience that may be relevant: A couple of years back I bought shares in a privately held LLC in the US (Lawrenceville Plasma Physics). They had a public offering at the time, for US citizens you had to be an "accredited investor" meaning basically you had to show that you had a certain amount of wealth (I think a disposable income of $1 million or something) in order to be eligable as a buyer. But for foreigners no such criteria existed. So what I did was basically e-mailed back and forth with their CFO, was sent a contract which I borught to a Notary Publicus after I had signed, transferred money to their account and returned the signed contract. After a week I recieved a stock certicate showing the number of stock and class of stock that I now own. I keep this paper in a safe and have made digital copies. My stock broker here in Norway know nothing of my ownership of these shares and frankly I don't know the specifics of how/where my ownership of these shares is kept record of in the United States. I assume the company has a formal record, but I don't know if the US authorities or some external party also has a record?

My understanding is that Elon wants so set up some kind of fund to manage private ownership, which would also cater to retail investors. I think all of this will be worked out for us non-US stock holders.

My big worry is that if TSLA is taken private and I decide I want to keep holding the stock privately that the conversion from TSLA [public stock on NASDAQ] in to TSLA [share of privately held company] will be treated by my local tax authority as me selling my stock and/or trading one stock for another stock (which is considered tax-wise a sale) thus incurring a very hefty tax bill.

Just some more clarity on my personal experience. I went back and checked my e-mail correspondence from 2014 and the CFO of the company I invested in wrote this to me: "[…]
U.S. investors must be accredited as defined by SEC. I.e. annual income 200K and up or 1 M in assets exluding primary residence. This will NOT apply to you as a Norwegian citizen. […]"
. I also checked the "Private Placement Memorandum" from that stock offering, where among other things it said:
"This Offering is available only to suitable qualified and Accredited Investors, or Foreign Investors that may be allowed to purchase Shares, having adequate means to assume such risks and of otherwise providing for their current needs and contingencies should consider purchasing Shares." and also a bit further down again:
"The Company will conduct the Offering in such a manner that Shares may be sold only to “Accredited Investors” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”), or to Foreign Investors that may be allowed to purchase Shares in this offering."

So I'm under the impression that either a) Foreign citizens are not subject to accreditation as investors or b) it's up to the company doing the offering/de-listing to decide whether foreign investors must fill the criteria that US investors a required by law to fill in order to be accredited. Does anyone have any other information on this?
 
I am with CC/ BNP Paribas.

Dear Avoigt,

I am thinking to change to a new broker in order to maximize my changes of being able to stay long on TSLAP.

I am located in Germany, but would expect anything in the Eurozone to be OK.

In addition to the TSLAP wish, I expect to make infrequent trades, but preferably with more than the very simplest options for doing so, e.g. GTC orders and limit orders at a price pretty much independent of the current price.

I would much appreciate if you would very briefly state why you are with CC/BNP Paribas.

Posting in public, so in case you answer others may also benefit from your feedback.

Thanks.
 
Dear Avoigt,

I am thinking to change to a new broker in order to maximize my changes of being able to stay long on TSLAP.

I am located in Germany, but would expect anything in the Eurozone to be OK.

In addition to the TSLAP wish, I expect to make infrequent trades, but preferably with more than the very simplest options for doing so, e.g. GTC orders and limit orders at a price pretty much independent of the current price.

I would much appreciate if you would very briefly state why you are with CC/BNP Paribas.

Posting in public, so in case you answer others may also benefit from your feedback.

Thanks.

Happy to. Not sure if that belongs here though but will answer. Lets hope Mod is not freaking out but likely busy moving other post in the investment threads anyway .....

First of all my decision to work with PNB happened many years ago for specific reasons and at that stage I was not invested nor has TESLA been public .

IOW its not like I know a Bank or Broker that I can recommend or not to maximize chances to stay with TESLAP.

I agree to your point though that all Banks/Brokers in the Euro Zone should have the same regulation versus the US and therefore it should not matter much in that respect. Exception are in my view Switzerland, Norway and others who don't belong to the inner circle of the EU. Being one of that exceptions may make it even a bid easier to stay with TESLAP but until we know the details of what they do offer us, we simply don't know and speculate.

Its likely in my view that all shares of TESLAP will be managed from one US Bank/Broker anyway and will not stay with your personal one. So we exchange them to the private shares and you get an account in the US where you have your Tesla shares. Thats a structure I have seen in the past. Its all about how Tesla wants to do it therefore smarter people than me are sitting 24/7 right now on that matter with Elon in their neck (not pleasant) to come up quick with something that works for the vast majority of cases.

The rules around an accredited Investor (AI) seem to be important in the US but as we learned do not necessarily apply for Europe. We heard here that Norway seem at least to be an exception and the rules seem to be either not really defined or up to how the bank defines them.

I also learned in another thread that the SEC who is in charge for the AI does not control them at all. That was a statement from someone who worked for the SEC previously. Its obviously more considered a liability rule that has been invested to make sure you cannot sue the private company because you invested in securities you have not been fully aware about the consequences with and wants your money back. However I count anyway that only AIs will be able to get private shares.

If that what I heard here is correct than I would understand that a company can defined this AI rules themselves (for EU) and you as an investor has the responsibility to inform yourself and understand what risk you take with that specific private company.. If you loose your money well..... you did sign the AI part and the private company has no liability because you claim to be an informed, experienced investor.

If your question is more generic about finding the right Bank than I can say what has been important to me and that likely will be different for yourself. BNP convinced me when I asked them why I should switch to them. They had a good convincing answer. People are knowledgable and if they don't know they say and don't pretend something but they find someone in the bank you knows profoundly, Online features & functions are good, they are quick, good support, okay with costs, many investment vehicles and instruments I use, good understanding and tools around option ect.. Sure I can also find something to complain but that are all minor ones.

Did not talk to Schwab or IB therefore certainly not an expert ..... for me PNB works just well.
 
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Help needed.

I've been trying to contact the SEC about the possible requirement for a non-US shareholders to be an Accredited Investor (to convert and/or increase holding of TSLA once the company has been unlisted or taken private).

I have been told (I could be wrong, but I've gotten this from two sources and it seems to match the text of the law and regulations) that the rules are simply the same worldwide.

If you have an amount of wealth which converts to US$1 million, not including your home, you're accredited. If you have income which converts to US$200,000/year, you're accredited. Look up the exchange rate!

(If you're an organization, "accredited" seems to usually require $5 million.)
 
I have been told (I could be wrong, but I've gotten this from two sources and it seems to match the text of the law and regulations) that the rules are simply the same worldwide.

If you have an amount of wealth which converts to US$1 million, not including your home, you're accredited. If you have income which converts to US$200,000/year, you're accredited. Look up the exchange rate!

(If you're an organization, "accredited" seems to usually require $5 million.)

Thanks for the info - but that seems to directly contradict @Johan ´s information:

Just some more clarity on my personal experience. I went back and checked my e-mail correspondence from 2014 and the CFO of the company I invested in wrote this to me: "[…]
U.S. investors must be accredited as defined by SEC. I.e. annual income 200K and up or 1 M in assets exluding primary residence. This will NOT apply to you as a Norwegian citizen. […]"
. I also checked the "Private Placement Memorandum" from that stock offering, where among other things it said:
"This Offering is available only to suitable qualified and Accredited Investors, or Foreign Investors that may be allowed to purchase Shares, having adequate means to assume such risks and of otherwise providing for their current needs and contingencies should consider purchasing Shares." and also a bit further down again:
"The Company will conduct the Offering in such a manner that Shares may be sold only to “Accredited Investors” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”), or to Foreign Investors that may be allowed to purchase Shares in this offering."

So I'm under the impression that either a) Foreign citizens are not subject to accreditation as investors or b) it's up to the company doing the offering/de-listing to decide whether foreign investors must fill the criteria that US investors a required by law to fill in order to be accredited. Does anyone have any other information on this?

What do you think?
 
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Ha. I figured it out.

The entire accredited investor regulation is related to offerings which are made to US investors (and possibly also to non-US investors) under regulation D.

If a separate offering is made to non-US investors (only, with no US investors) under regulation S, it doesn't have accredited-investor requirements.

Do Overseas Investors Need to be "Accredited"?

Do Overseas Investors Need to be “Accredited”? | EB-5 Insights

It looks like it has to avoid running afoul of securities laws in the foreign country, though, which may mean you have to satisfy your own country's rules.

Anyway, the usual way to do this is two totally separate offerings, one under reg D for US persons only, one under reg S for non-US persons.

Using the Reg. S Exemption for Foreign Investors | The California Securities Attorneys

It seems that if you're non-US and accredited, you can buy in a reg D offering *or* a reg S offering.
 
Ha. I figured it out.

The entire accredited investor regulation is related to offerings which are made to US investors (and possibly also to non-US investors) under regulation D.

If a separate offering is made to non-US investors (only, with no US investors) under regulation S, it doesn't have accredited-investor requirements.

Do Overseas Investors Need to be "Accredited"?

Do Overseas Investors Need to be “Accredited”? | EB-5 Insights

It looks like it has to avoid running afoul of securities laws in the foreign country, though, which may mean you have to satisfy your own country's rules.

Anyway, the usual way to do this is two totally separate offerings, one under reg D for US persons only, one under reg S for non-US persons.

Using the Reg. S Exemption for Foreign Investors | The California Securities Attorneys

It seems that if you're non-US and accredited, you can buy in a reg D offering *or* a reg S offering.

I suppose that is the reason why the documents to participate in Norwegian companies stock offerings are marked with:
"strictly forbidden to participate for US citizens"
 
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He tweeted when everything was ready.
Tweet is an open offer with proposed price visible to everybody, retail investors included.
Now his team prepares offer, waits a cool down period, and makes an offer. Unlike in Dell case he does everything openly, and instead of mass-media "leaks" he is using twitter and his name. He buys his company. And it is very telling to see the Wall Street reaction on this. He doesn't even to say anything anymore, the Wall Street "voices" made the case clear and the necessity to escape this swamp obvious.
Dude he is leaving public market because of people like you. He is not interested in speculating, his company being in the middle phase of quick growth unprecedented for independent auto company is very susceptible to speculation and the last thing he wants is to be in the middle of the battleground between bulls and bears....


From Madodel : "From what I read recently the rule only applies to US investors, so maybe the ability to buy private shares is governed by the locality. My daughter now has a few shares in her Fidelity acct but she is living in Germany. Since the Fidelity acct is US based and she is a US citizen I'm guessing US law will apply and she will have to sell. She'll have to invest vicariously through me I guess."


_____

This is the reason why I'm not totally happy with the decision and the execution of the deal.
 
From Madodel : "From what I read recently the rule only applies to US investors, so maybe the ability to buy private shares is governed by the locality. My daughter now has a few shares in her Fidelity acct but she is living in Germany. Since the Fidelity acct is US based and she is a US citizen I'm guessing US law will apply and she will have to sell. She'll have to invest vicariously through me I guess."


_____

This is the reason why I'm not totally happy with the decision and the execution of the deal.
Why do you think she will have to sell without ability to transfer shares to other house? lol. Paniek, Paniek.
There are no principal US wide restrictions for foreigners to hold private shares.
She will get passive type anyway.
What about asking professional advice instead of panicking?
Fidelity as a service has total range of possible management choices. the worst she has to do is to change her broker first. Ask relevant people, not forums.

In any case your daughter will be asked to convert public Tesla shares she holds somewhere fund to private ones in some structure built for Tesla.
If she lives in Germany asking fiscal advice in Germany is relevant.
 
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