69/335/EEC - - - I
This document is meant purely as a documentation tool and the institutions do not assume any liability for its contents
COUNCIL DIRECTIVE
of 17 July 1969
concerning indirect taxes on the raising of capital
(69/335/EEC)
(OJ No L 249, 3. 10. 1969, p. 25)
Amended by:
Official Journal
No page date
Council Directive of 9 April 1973 (73/79/EEC) L 103 13 18. 4. 1973Council Directive of 7 November 1974 (74/553/EEC) L 303 9 13. 11. 1974Council Directive of 10 June 1985 (85/303/EEC) L 156 23 15. 6. 1985
Amended
by:
Act concerning the Conditions of Accession and Adjustments to the
T reaties - - - Accession of the Kingdom of Denmark, Ireland and the
United Kingdom of Great Britain and Northern Ireland (172 B)L 73 93 27. 3. 1972
Council Decision of the European Communities of 1 January 1973 ad-
justing the documents concerning the accession of the new Member
States to the European Communities (373 D 0101(01))L 2 20 1. 1. 1973
Act concerning the Conditions of Accession and Adjustments to the
T reaties - - - Accession of the Hellenic Republic (179 H)L 291 95 19. 11. 1979
Act concerning the Conditions of Accession and Adjustments to the
T reaties - - - Accession to the European Communities of the Kingdom of
Spain and the Portuguese Republic (185 I)L 302 167 15. 11. 1985
69/335/EEC - - - I
ICOUNCIL DIRECTIVE
of 17 July 1969
concerning indirect taxes on the raising of capital
(69/335/EEC)
THE COUNCIL OF THE EUROPEAN COMMU-
NITIES,
Having regard to the T reaty establishing the European
Economic Community, and in particular Articles 99 and
100 thereof;
Having regard to the proposal from the Commission;
Having regard to the Opinion of the European Parlia-
ment(1);
Having regard to the Opinion of the Economic and Social
Committee(2);
Whereas the objective of the T reaty is to create an econ-
omic union whose characteristics are similar to those of a
domestic market and whereas one of the essential condi-
tions for achieving this is the promotion of the free move-
ment of capital;
Whereas the indirect taxes on the raising of capital, in
force in the Member States at the present time, namely
the duty chargeable on contribution of capital to com-
panies and firms and the stamp duty on securities, give rise
to discrimination, double taxation and disparities which in-
terfere with the free movement of capital and which,
consequently, must be eliminated by harmonisation
Whereas the harmonisation of such taxes on the raising of
capital must be arranged in such a way as to minimise the
budgetary repercussions for Member States;
Whereas the charging of stamp duty by a Member State
on securities from other Member States introduced into or
issued within its territory is contrary to the concept of a
common market whose characteristics are those of a do-
mestic market; whereas, in addition, it has become evident
that the retention of stamp duty on the issue of securitiesin respect of internal loans and on the introduction or
issue on the market of a Member State of foreign secu-
rities is both undesirable from the economic point of view
and inconsistent with current developments in the tax laws
of the Member States in this field;
Whereas, in these circumstances, it is advisable to abolish
the stamp duty on securities, regardless of the origin of
such securities, and regardless of whether they represent a
company’s own capital or its loan capital;
Whereas it is inherent in the concept of a common market
whose characteristics are those of a domestic market that
duty on the raising of capital within the common market
by a company or firm should be charged only once and
that the level of this duty should be the same in all
Member States so as not to interfere with the movement
of capital;
Whereas, therefore, this duty should be harmonised, with
regard both to its structures and to its rates;
Whereas the retention of other indirect taxes with the
same characteristics as the capital duty or the stamp duty
(1)OJ No 119, 3. 7. 1965, p. 2057.
(2)OJ No 134, 23. 7. 1965, p. 2227.
69/335/EEC - - - I
IIon securities might frustrate the purpose of the measures
provided for in this Directive and those taxes should there-
fore be abolished;
HAS ADOPTED THIS DIRECTIVE:
69/335/EEC - - - I
1Article 1
Member States shall charge on contributions of capital to
capital companies a duty harmonised in accordance with
the provisions of Articles 2 to 9 and hereinafter called
‘capital duty’.
Article 2
1. T ransactions subject to capital duty shall only be tax-
able in the Member State in whose territory the effective
centre of management of a capital company is situated at
t h et i m ew h e ns u c ht r a n s a c t i o n st a k ep l a c e .
2. When the effective centre of management of a capital
c o m p a n yi ss i t u a t e di nat h i r dc o u n t r ya n di t sr e g i s t e r e d
office is situated in a Member State, transactions subject to
capital duty shall be taxable in the Member State where
the registered office is situated.
3. When the registered office and the effective centre of
management of a capital company are situated in a third
country, the supplying of fixed or working capital to a
branch situated in a Member State may be taxed in the
Member State in whose territory the branch is situated.
Article 3
1. For the purposes of this Directive the expression capi-
tal ‘company means’:
(a) companies under Belgian, Danish, German, Spanish,
French, Hellenic, Irish, Italian, Luxembourg, Nether-
lands, P ortuguese and United Kingdom law known re-
spectively as:
— société anonyme/naamloze vennootschap, aktie-
selskab, Aktiengesellschaft, sociedad anónima, so-
ciété anonyme, Ανώνυμος Εταιρία ,companies
incorporated with limited liability, società per
azioni, société anonyme, naamloze vennootschap,
sociedade anónima, companies incorporated with
limited liability;
— société en commandite par actions/commanditai-
re vennootschap op aandelen, kommandit-aktie-
selskab, Kommanditgesellschaft auf Aktien, socie-
dad comanditaria por acciones, société en
commandite par actions, Ετερόρρυθμος κατά
μετοχάς Εταιρία ,società in accomandita per
azioni, société en commandite par actions, com-
manditaire vennootschap op aandelen, sociedade
em comandita por acções;
— société de personnes à responsabilité limitée/
personenvennootschap met beperkte aansprake-
lijkheid, Gesellschaft mit beschränkter Haf- - -
tung, sociedad de responsabilidad limitada, socié-
té à responsabilité limitée, Εταιρία
Περιωρισμένης Ευθύνης ,società a responsabilità
limitata, société à responsabilité limitée, socieda-
de por quotas;69/335/EEC
172 B
185 I
179 H
185 I
185 I
179 H
185 I
185 I
179 H
185 I
185 I
179 H
185 I
69/335/EEC - - - I
2(b) any company, firm, association or legal person the
shares in whose capital or assets can be dealt in on a
stock exchange;
(c) any company, firm, association or legal person operat-
ing for profit, whose members have the right to dis-
pose of their shares to third parties without prior au-
thorisation and are only responsible for the debts of
the company, firm, association or legal person to the
extent of their shares.
2. For the purposes of the application of this Directive,
any other company, firm, association or legal person oper-
ating for profit shall be deemed to be a capital company.
However, a Member State shall have the right not to con-
sider it as such for the purpose of charging capital duty.
Article 4
1. The following transactions shall be subject to capital
duty:
(a) the formation of a capital company;
(b) the conversion into a capital company of a company,
firm, association or legal person which is not a capital
company;
(c) an increase in the capital of a capital company by
contribution of assets of any kind;
(d) an increase in the assets of a capital company by con-
tribution of assets of any kind, in consideration, not
of shares in the capital or assets of the company, but
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;
(e) the transfer from a third country to a Member State
of the effective centre of management of a company,
firm, association or legal person, whose registered of-
fice is in a third country and which is considered in
that Member State, for the purposes of charging capi-
tal duty, as a capital company;
(f) the transfer from a third country to a Member State
of the registered office of a company, firm, associ-
ation or legal person, whose effective centre of man-
agement is in a third country and which is considered
in that Member State, for the purposes of charging
capital duty, as a capital company;69/335/EEC
69/335/EEC - - - I
3(g) the transfer from a Member State to another Member
State of the effective centre of management of a com-
pany, firm, association or legal person which is con-
sidered in the latter Member State, for the purposes
of charging capital duty, as a capital company, but is
not so considered in the other Member State;
(h) the transfer from a Member State to another Member
State of the registered office of a company, firm, as-
sociation or legal person, whose effective centre of
management is in a third country and which is con-
sidered in the latter Member State, for the purposes
of charging capital duty, as a capital company, but is
not so considered in the other Member State.
2. The following transactions may, to the extent thatthey were taxed at the rate of 1 % as at 1 July 1984, con-
tinue to be subject to capital duty:
(a) an increase in the capital of a capital company by
capitalisation of profits or of permanent or temporary
reserves;
(b) an increase in the assets of a capital company through
the provision of services by a member which do not
entail an increase in the company s capital, but which
do result in variation in the rights in the company or
which may increase the value of the company’s shares;
(c) a loan taken up by a capital company, if the creditor
is entitled to a share in the profits of the company;
(d) a loan taken up by a capital company with a member
or a member’s spouse or child, or a loan taken up
with a third party, if it is guaranteed by a member, on
condition that such loans have the same function as
an increase in the company’s capital.
However, the Hellenic Republic shall determine which ofthe transactions listed above it will subject to capital duty.
3. Formation, within the meaning of paragraph 1 (a),shall not include any alteration of the constituentinstru-
ment or regulations of a capital company, and in particu-
lar:
(a) the conversion of a capital company into a different
type of capital company;
(b) the transfer from a Member State to another Member
State of the effective centre of management or of the
registered office of a company, firm, association or
legal person which is considered in both Member
States, for the purposes of charging capital duty, as a
capital company;69/335/EEC
85/303/EEC
69/335/EEC
85/303/EEC
69/335/EEC
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4(c) a change in the objects of a capital company;
(d) the extension of the period of existence of a capital
company.
Article 5
1. The duty shall be charged:
(a) in the case of formation of a capital company or of
an increase in its capital or assets, as referred to in
Article 4 (1) (a), (c) and (d): on the actual value of
assets of any kind contributed or to be contributed by
the members, after the deduction of liabilities as-
sumed and of expenses borne bythe company as a re-
sult of each contribution. Member States may post-
pone the charging of capital duty until the
contributions have been effected;
(b) in the case of conversion into a capital company or of
the transfer of the effective centre of management or
of the registered office of a capital company, as re-
ferred to in Article 4 (1) (b), (e), (f), (g) and (h); on
the actual value of the assets of any kind belonging to
the company at the time of the conversion or transfer,
after the deduction of liabilities and expenses for
which the company is responsible at that time;
(c) in the case of an increase in the capital by capitalisa-
tion of profits reserves, or provisions, as referred to in
Article 4 (2) (a): on the nominal amount of such in-
crease;
(d) in the case of an increase in the assets, as referred to
in Article 4 (2) (b): on the actual value of the ser-
vices provided, after deduction of the liabilities as-
sumed and the expenses borne by the company as a
result of the provision of such services;
(e) in the case of loans referred to in Article 4 (2) (c)
and (d): on the nominal amount of the loan taken up.
2. In the cases referred to in paragraph 1 (a) and (b),Member States may base the amount on which to chargecapital duty on the actual value of the shares in the com-
pany allotted or belonging to each member. This does not
apply, to those cases in which contributions are made only
in cash. The amount on which duty is charged shall in no
circumstances be less than the nominal amount of the
shares in the company allotted or belonging to each
member.69/335/EEC
74/553/EEC
69/335/EEC - - - I
53. The amount on which the duty is charged in the case
of an increase in capital shall not include:
— the amount of the assets belonging to the capital
company which are allocated to the increase in capital
and which have already been subjected to capital
duty;
— the amount of the loans taken up by the capital com-
pany which are converted into shares in the company
and which have already been subjected to capital
duty.
Article 6
1 . E a c hM e m b e rS t a t em a ye x c l u d ef r o mt h eb a s i so f
assessment, as determined in accordance with Article 5,
the amount of the capital contributed by a member with
unlimited liability for the obligations of a capital company
as well as the share of such a member in the company’s
assets.
2. Where a Member State exercises the power provided
for in paragraph 1, the following shall be subject to capital
duty:
— the transfer of the effective centre of management of
a capital company to another Member State which
does not exercise that power;
— the transfer of the registered office of a capital com-
pany whose effective centre of management is in a
third country to another Member State which does
not exercise that power;
— any transaction as a result of which the liability of a
member is limited to his share in the company’s capi-
tal, in particular when the limitation of liability results
from the conversion of a capital company into a dif-
ferent type of capital company.
Capital duty shall be charged in all such cases on the value
of the share in the company’s assets belonging to members
with unlimited liability for the company’s obligations.
Article 7
1. Member States shall exempt from capital duty trans-
actions, other than those referred to in Article 9, which
were, as at 1 July 1984, exempted or taxed at a rate of
0,50 % or less.
The exemption shall be subject to the conditions which
were applicable, on that date, for the grant of the exemp-
tion or, as the case may be, for imposition at a rate of
0,50 % or less.
The Hellenic Republic shall determine which transactions
i ts h a l le x e m p tf r o mc a p i t a ld u t y .69/335/EEC
85/303/EEC
69/335/EEC - - - I
62. Member States may either exempt from capital duty
all transactions other than those referred to in paragraph 1
or charge duty on them at a single rate not exceeding
1% .
3. In the case of an increase in a company’s capital in
accordance with Article 4 (1) (c), following a reduction in
the company’s capital as a result of losses sustained, that
part of the increase which corresponds to the reduction in
capital may be exempted, provided this increase occurs
within four years of the reduction in capital.
Article 8
Subject to Article 7 (1), Member States may exempt from
capital duty the transactions referred to in Article 4 (1)
and (2) concerning:
— capital companies which supply public services, such
as public transport undertakings, port authorities or
undertakings supplying water, gas or electricity, in
cases where the State or regional or local authorities
own at least half of the company’s capital;
— capital companies which, in accordance with their re-
gulations and in fact, pursue exclusively and directly
cultural, charitable, relief or educational objectives.
Article 9
Certain types of transactions or of capital companies may
be the subject of exemptions, reductions or increases in
rates in order to achieve fairness in taxation, or for social
considerations, or to enable a Member State to deal with
special situations. The Member State which proposes to
take such a measure shall refer the matter to the Commis-
sion in good time, having regard to the application of Ar-
ticle 102 of the T reaty.
Article 10
Apart from capital duty, Member States shall not charge,
with regard to companies, firms, associations or legal per-
sons operating for profit, any taxes whatsoever:
(a) in respect of the transactions referred to in Article 4;
(b) in respect of contributions, loans or the provision of
services, occurring as part of the transactions referredto in Article 4;
(c) in respect of registration or any other formality re-
quired before the commencement of business towhich
a company, firm, association or legal person operating
for profit may be subject by reason of its legal form.85/303/EEC
69/335/EEC
85/303/EEC
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7Article 11
Member States shall not subject to any form of taxation
whatsoever:
(a) the creation, issue, admission to quotation on a stock
exchange, making available on the market or dealing
in stocks, shares or other securities of the same type,
or of the certificates representing such securities, by
whomsoever issued;
(b) loans, including government bonds, raised by the issue
of debentures or other negotiable securities, by
whomsoever issued, or any formalities relating there-
to, or the creation, issue, admission to quotation on a
stock exchange, making available on the market or
dealing in such debentures or other negotiable secu-
rities.
Article 12
1. Notwithstanding Articles 10 and 11, Member States
may charge:
(a) duties on the transfer of securities, whether charged
at a flat rate or not;
(b) transfer duties, including land registration taxes, on
the transfer, to a company, firm, association or legal
person operating for profit, of businesses or immov-
able property situated within their territory;
(c) transfer duties on assets of any kind transferred to a
company, firm, association or legal personoperating
for profit, in so far as such property is transferred for
a consideration other than shares in the company;
(d) duties on the creation, registration or discharge of
mortgages or other charges on land or other property;
(e) duties paid by way of fees or dues;
(f) value added tax.
2. The duties and taxes referred to in paragraph 1 (b),
(c), (d) and (e) shall be the same, whether the effective
centre of management or the registered office of the com-pany, firm, association or legal person operating for profit
is situated within the territory of the Member State charg-
ing the duties or taxes or not; nor may these duties and
taxes exceed those which are applicable to like transactions
in the Member State charging them.
Article 13
Member States shall bring into force by 1 January 1972
such provisions by way of law, regulation or administrative
action as may be necessary to comply with the provisions
of this Directive and shall forthwith inform the Commis-
sion thereof.69/335/EEC
69/335/EEC - - - I
8Article 14
Member States shall ensure that the texts of the main
provisions of internal law which they subsequently adopt in
the field covered by this Directive are forwarded to the
Commission.
Article 15
This Directive is addressed to the Member States.69/335/EEC