Opinion of the Advocate General — ECLI:EU:C:1998:322
Date: 1998-06-25
Language of the case: Italian
Based on: Treaty establishing the European Economic Community (1957)
Subject matter: Taxation;Indirect taxation
Procedure: Reference for a preliminary ruling
Origin: Italy

Summary of the Judgment
Tax provisions — Harmonisation of laws — Indirect taxes on the raising of capital — Capital
duty levied on companies — Not applicable in the case of acquisition by a company which already
owns all the securities of the companies acquired
(Council Directive 69/335, Arts 4(1)(c) and (d), 2(b) and 10(a), (b) and (c))
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SUMMARY — CASE C-152/97
Directive 69/335 concerning indirect taxes on
the raising of capital, as amended by Direc­
tive 85/303, does not preclude the levying of
registration duty in respect of the acquisition
of companies by a company which already
holds all the shares in the companies acquired.
Such a transaction cannot be brought within
one of the cases described in Article 4 of the
Directive to which Article 10(a) and (b) thereof
refer. It does not entail any increase in the
share capital of the acquiring company or
consideration in the form of rights of the same
kind as those of members — such as voting
rights, a share in the profits or a share in the
surplus upon liquidation — and does not
therefore fall within the scope of Article
4(1)(c) or (d) of the Directive. Nor is such a
transaction covered by Article 4(2)(b) since
any increase in the assets does not consist in
the provision of services by a member. Fur­
thermore, the prohibition, laid down in Article
10(c) of the Directive, on taxation in respect
of registration or any other formality required
before the commencement of business, to
which a company may be subject by reason
of its legal form, does not apply to such a
registration duty.
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