Council Directive 2005/19/EC of 17 February 2005 amending Directive 90/434/EEC 1990 on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States
Date: 2005-02-17
Institutions: Council of the European Union
Subjects: European company, capital gains tax, corporation tax, demerger, head office, merger, tax system

4.3.2005

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Official Journal of the European Union

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COUNCIL DIRECTIVE 2005/19/EC

of 17 February 2005

amending Directive 90/434/EEC 1990 on the common system of taxation applicable to mergers,
shares concerning companies of different
divisions,

transfers of assets and exchanges of

Member States

THE COUNCIL OF THE EUROPEAN UNION,

(5)

Having regard to the Treaty
Community, and in particular Article 94 thereof,

establishing the European

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Parliament (1),

Having regard to the opinion of the European Economic and
Social Committee (2),

Whereas:

(1)

(2)

(3)

(4)

Directive 90/434/EEC (3)
introduced common rules
applicable to business restructuring which are neutral
from the point of view of competition.

The objective of Directive 90/434/EEC is that taxation of
the income, profits and capital gains from business reor-
ganisations should be deferred and Member States taxing
rights safeguarded.

One of the aims of Directive 90/434/EEC is to eliminate
obstacles to the functioning of the internal market, such
as double taxation. In so far as this is not fully achieved
by the provisions of that Directive, Member States should
take the necessary measures to achieve this aim.

The experience gained following implementation of
Directive 90/434/EEC in January 1992 has demonstrated
different ways in which the Directive can be improved
and how the beneficial effects of the common rules as
adopted in 1990 could be extended.

On 8 October 2001 the Council adopted Regulation (EC)
No 2157/2001 on the Statute for a European Company
(SE) (4) and Directive 2001/86/EC supplementing the
Statute for a European company with regard to the invol-
vement of employees (5). Similarly, on 22 July 2003 the
Council adopted Regulation (EC) No 1435/2003 on the
Statute for a European Cooperative Society (SCE) (6) and
Directive 2003/72/EC supplementing the Statute for a
European Cooperative Society with regard to the invol-
vement of employees (7). One of
important
features of these instruments is that both the SE and
the SCE will be able to transfer their respective registered
offices between Member States without being dissolved
and going into liquidation.

the most

(6)

(7)

The transfer of the registered office is a means of exer-
in
cising freedom of establishment as provided for
Articles 43 and 48 of the Treaty. No assets are trans-
ferred and the company and its shareholders do not
derive any income, profits or capital gains from it. The
company decision to reorganise its business by trans-
ferring its registered office should not be hampered by
discriminatory tax rules or by restrictions, disadvantages
or distortions arising from national tax legislation which
is contrary to Community Law. The transfer of
the
registered office of an SE or an SCE from one Member
State to another may not always lead to the SE or SCE
ceasing to be resident in the first Member State. The tax
residence of the SE or SCE continues to be determined by
national legislation and tax treaties.

The transfer of the registered office of a company, or an
event connected with that transfer, that brings about a
change in tax residence, may give rise to some form of
taxation in the Member State from which the office is
transferred. Taxation may also occur in a case where the
transfer of the registered office, or an event connected
with that transfer, does not lead to a change in tax
residence. In order to deal with that eventuality as far
as the SE or SCE is concerned, a number of new rules
have been introduced into Directive 90/434/EEC. In a
case where,
the registered
following the transfer of
office, the assets of the SE or of the SCE remain effec-
establishment
tively

connected with a permanent

(1) Opinion delivered on 10 March 2004 (not yet published in the

(EC) No 885/2004 (OJ L 168, 1.5.2004, p. 1).

Official Journal).

(2) OJ C 110, 30.4.2004, p. 30.
(3) OJ L 225, 20.8.1990, p. 1. Directive as last amended by the 2003

Act of Accession.

(5) OJ L 294, 10.11.2001, p. 22.
(6) OJ L 207, 18.8.2003, p. 1. Regulation as amended by Decision of
the EEA Joint Committee No 15/2004 (OJ L 116, 22.4.2004, p. 68).

(7) OJ L 207, 18.8.2003, p. 25.

(4) OJ L 294, 10.11.2001, p. 1. Regulation as amended by Regulation

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articles

belonging to the SE or SCE and situated in the Member
State from which the registered office was transferred,
that permanent establishment
should enjoy benefits
similar to those provided for in Articles 4, 5 and 6 of
concern tax-
Directive 90/434/EEC. Those
exempted provisions and reserves, and the take-over of
in accordance with Treaty principles,
losses. Moreover,
the taxation of shareholders on the occasion of
the
transfer of
the registered office should be excluded.
Having regard to the obligation on Member States
under
the Treaty to take all necessary measures to
abolish double taxation, it is not necessary at this stage
to establish common rules governing the tax residence of
the SE or SCE.

these particular
tax treatment by Member States of
corporate taxpayers, Member States should have the
option not
to apply the relevant provisions in the
Directive when taxing a direct or indirect shareholder
of those taxpayers.

(13) Where shareholders of companies entering into the trans-
actions governed by Directive 90/434/EEC are treated as
fiscally transparent, persons having an interest
in the
shareholder should not suffer taxation on the occasion
of restructuring transactions.

(8)

(9)

(14)

establishment

Directive 90/434/EEC does not deal with losses of a
permanent
in another Member State
recognised in the Member State of residence of an SE
or SCE. In particular, where the registered office of an SE
or SCE is transferred to another Member State, such
transfer does not prevent the former Member State of
residence from reinstating losses of the permanent estab-
lishment in due time.

Directive 90/434/EEC does not cover a type of division
where the company transferring branches of activity is
not dissolved. Article 4 of that Directive should therefore
be extended to cover such cases.

(15)

(10) Article 3 of Directive 90/434/EEC defines the companies
falling within its scope and the Annex thereto lists the
forms of company to which the Directive applies.
However, certain forms of company are not listed in
tax
that Annex even though they are resident
for
subject
purposes
to
corporation tax there.
the experience,
this appears to be an unjustifiable lacuna and the scope
of the Directive should therefore be extended to cover
entities which can carry out cross-border activities in the
Community
relevant
requirements.

in a Member State

and which meet

In the light of

and are

the

all

(11)

(12)

Since the SE is a public limited liability company and
since the SCE is a cooperative society, both similar in
nature to other forms of company already covered by
Directive 90/434/EEC, the SE and the SCE should be
added to the list set out
in the Annex to Directive
90/434/EEC.

The other new companies included in the list of the
Annex to this Directive are corporate taxpayers in their
them are
residence but
Member State of
considered fiscally transparent by other Member States.
In order for the benefits of Directive 90/434/EEC to be
effective, Member States treating non-resident corporate
taxpayers as fiscally transparent should apply the benefits
of the Directive to them. However, given the difference in

some of

defined
are

Some doubts exist as to the application of Directive
90/434/EEC to the conversion of branches into subsi-
diaries.
In these operations, the assets connected to a
permanent establishment and constituting a ‘branch of
activity’,
in Article 2(i) of Directive
as
90/434/EEC,
set up
company which will be a subsidiary of the transferring
company and it should be made clear that this trans-
action, being the transfer of assets from a company of
a Member State of a permanent establishment located in
a different Member State to a company of the latter
Member State, is covered by the Directive.

transferred to a newly

further

The current definition of ‘exchange of shares’ in Article
2(d) of Directive 90/434/EEC does not state whether the
acquisitions beyond that
term encompasses
granting a simple majority of voting rights.
It is not
uncommon for company statutes and voting rules to
be drafted in such a way that further acquisitions are
needed before the acquirer can obtain complete control
over the target company. The definition of ‘exchange of
shares’ should therefore be amended to state that that
term covers all such further acquisitions.

(16)

company

transferring

In the case of mergers and divisions,
the receiving
company may derive gains from the difference in value
between the assets and liabilities received and the shares
that it may have held in the transferring company that
are annulled following these operations. Article 7 of
Directive 90/434/EEC provides for the exemption of
these capital gains since these profits may be derived
just as easily in the form of distributed profits from
that would have been
the
exempted under Council Directive 90/435/EEC of 23
July 1990 on the common system of taxation applicable
in the case of parent companies and subsidiaries of
different Member States (1). The objectives of both
90/435/EEC
Directive
coincide with regard to this particular issue but
the
conditions
same. Directive
are not
90/434/EEC should therefore be amended to assimilate
its requirements to those of Directive 90/435/EEC and to
take into account
shareholding threshold
included in that Directive.

and Directive

90/434/EEC

the lower

required

the

(1) OJ L 225, 20.8.1990, p. 6. Directive as last amended by Directive

2003/123/EC (OJ L 7, 13.1.2004, p. 41).

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(17) Given the extension of Directive 90/434/EEC to include
partial divisions and the transfer of a registered office of
an SE or an SCE, the scope of the provision regarding the
countering of tax avoidance and tax evasion should be
amended accordingly.

3. Article 2 shall be amended as follows:

(a) The following paragraph shall be added:

(18) Directive 90/434/EEC should therefore be amended

accordingly,

HAS ADOPTED THIS DIRECTIVE:

Article 1

Directive 90/434/EEC is hereby amended as follows:

1.

the title shall be replaced by the following:

‘Council Directive 90/434/EEC of 23 July 1990 on the
to mergers,
common system of
divisions,
and
assets
exchanges of shares concerning companies of different
Member States and to the transfer of the registered office,
of an SE or SCE, between Member States.’;

taxation applicable
of

divisions,

transfers

partial

2. Article 1 shall replaced by the following:

‘Article 1

Each Member State shall apply this Directive to the
following:

(a) mergers, divisions, partial divisions, transfers of assets
and exchanges of shares in which companies from two
or more Member States are involved,

(b) transfers of the registered office from one Member State
to another Member State of European companies
(Societas Europaea or SE), as established in Council
Regulation (EC) No 2157/2001 of 8 October 2001,
on the statute for a European Company (SE) (*), and
European Cooperative Societies (SCE), as established
in Council Regulation (EC) No 1435/2003 of 22 July
2003 on the Statute for a European Cooperative
Society (SCE) (**).

___________
(*) OJ L 294, 10.11.2001, p. 1. Regulation as
amended by Regulation (EC) No 885/2004 (OJ L
168, 1.5.2004, p. 1).

(**) OJ L 207, 18.8.2003, p. 1. Regulation as amended
EEA Joint Committee
the
by Decision of
No 15/2004 (OJ L 116, 22.4.2004, p. 68).’;

‘(b)(a) “partial division”

shall mean an operation
whereby a company transfers, without being
dissolved, one or more branches of activity, to
one or more existing or new companies, leaving
at least one branch of activity in the transferring
company, in exchange for the pro-rata issue to
its shareholders of securities representing the
the companies receiving the assets
capital of
a
and
cash
payment not exceeding 10 % of
the nominal
value or, in the absence of a nominal value, of
the accounting par value of those securities;’

applicable,

liabilities,

and,

if

(b) Paragraph (d) shall be replaced as follows:

‘(d) “exchange of

shares”

shall mean an operation
whereby a company acquires a holding in the
capital of another company such that it obtains a
majority of the voting rights in that company, or,
holding such a majority, acquires a further holding,
in exchange for the issue to the shareholders of the
latter company, in exchange for their securities, of
the former
securities representing the capital of
if applicable, a cash payment not
company, and,
exceeding 10 % of
in the
absence of a nominal value, of
the accounting
par value of the securities issued in exchange;’

the nominal value,

(c) The following paragraph shall be added:

‘(j)

“transfer of the registered office” shall mean an
operation whereby an SE or an SCE, without
winding up or creating a new legal person,
transfers its registered office from one Member
State to another Member State’;

4.

the eighth indent of Article 3(c) with respect to Italy shall
be replaced as follows:

‘— imposta sul reddito delle società in Italy,’

5.

the heading of Title II shall be replaced by the following:

‘TITLE II

Rules applicable to mergers, divisions, partial divisions,
and exchanges of shares.’

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6. Article 4 shall be replaced by the following:

7. Article 6 shall be replaced by the following:

‘Article 4

‘Article 6

1.
A merger, division or partial division shall not give
rise to any taxation of capital gains calculated by reference
to the difference between the real values of the assets and
liabilities transferred and their values for tax purposes.

For the purpose of this Article the following definitions
shall apply:

(a) “value for tax purposes”:

the value on the basis of
which any gain or loss would have been computed
for the purposes of tax upon the income, profits or
capital gains of
such
assets or liabilities had been sold at the time of the
merger, division or partial division but independently
of it;

the transferring company if

(b) “transferred assets and liabilities”:

those assets and
liabilities of the transferring company which, in conse-
quence of the merger, division or partial division, are
effectively connected with a permanent establishment
of the receiving company in the Member State of the
transferring company and play a part in generating the
profits or losses taken into account for tax purposes.

2. Where paragraph 1 applies and where a Member
State considers a non-resident
transferring company as
fiscally transparent on the basis of that State’s assessment
of the legal characteristics of that company arising from the
law under which it is constituted and therefore taxes the
shareholders on their share of the profits of the transferring
company as and when those profits arise, that State shall
not tax any income, profits or capital gains calculated by
reference to the difference between the real values of the
assets and liabilities transferred and their values for tax
purposes.

3.
Paragraphs 1 and 2 shall apply only if the receiving
company computes any new depreciation and any gains or
losses in respect of
the assets and liabilities transferred
according to the rules that would have applied to the
transferring
the merger,
division or partial division had not taken place.

company or

companies

if

4. Where, under the laws of the Member State of the
transferring company, the receiving company is entitled to
have any new depreciation or any gains or losses in respect
of the assets and liabilities transferred computed on a basis
different from that set out in paragraph 3, paragraph 1
shall not apply to the assets and liabilities in respect of
which that option is exercised.’;

To the extent that, if the operations referred to in Article 1,
paragraph a, were effected between companies from the
Member State of the transferring company, the Member
receiving
State would apply provisions
the transferring
company to take over
company which had not yet been exhausted for
tax
it shall extend those provisions to cover the
purposes,
such losses by the receiving company’s
take-over of
permanent establishments situated within its territory.’;

the losses of

allowing the

8.

in Article 7, paragraph 2 shall be replaced by the following:

‘2.
The Member States may derogate from paragraph 1
where the receiving company has a holding of less than
20 % in the capital of the transferring company.

From 1 January 2007 the minimum holding percentage
shall be 15 %. From 1 January 2009 the minimum
holding percentage shall be 10 %.’;

9. Article 8 shall be replaced by the following:

‘Article 8

securities

On a merger, division or exchange of shares,
representing the capital of

the
1.
allotment of
the
receiving or acquiring company to a shareholder of the
transferring or acquired company in exchange for securities
representing the capital of the latter company shall not, of
itself, give rise to any taxation of the income, profits or
capital gains of that shareholder.

2.
On a partial division, the allotment to a shareholder
of the transferring company of securities representing the
capital of the receiving company shall not, of itself, give
rise to any taxation of the income, profits or capital gains
of that shareholder.

3. Where a Member State considers a shareholder as
fiscally transparent on the basis of that State’s assessment
of the legal characteristics of that shareholder arising from
the law under which it is constituted and therefore taxes
those persons having an interest in the shareholders on
their share of the profits of the shareholder as and when
those profits arise, that State shall not tax those persons on
income, profits or capital gains from the allotment of secu-
rities representing the capital of the receiving or acquiring
company to the shareholder.

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Paragraphs 1 and 3 shall apply only if the shareholder
4.
does not attribute to the securities received a value for tax
purposes higher than the value the securities exchanged had
immediately before the merger, division or exchange of
shares.

5.
Paragraphs 2 and 3 shall apply only if the shareholder
does not attribute to the sum of the securities received and
those held in the transferring company, a value for tax
purposes higher than the value the securities held in the
transferring company had immediately before the partial
division.

6.
The application of paragraphs 1, 2 and 3 shall not
prevent the Member States from taxing the gain arising out
of the subsequent transfer of securities received in the same
way as the gain arising out of the transfer of securities
existing before the acquisition.

In this Article the expression “value for tax purposes”
7.
means the value on the basis of which any gain or loss
would be computed for the purposes of
tax upon the
income, profits or capital gains of a shareholder of the
company.

8. Where, under the law of the Member State in which
he is resident, a shareholder may opt for tax treatment
different from that set out in paragraphs 4 and 5, para-
graphs 1, 2 and 3 shall not apply to the securities in
respect of which such an option is exercised.

9.
Paragraphs 1, 2 and 3 shall not prevent a Member
State from taking into account when taxing shareholders
any cash payment
that may be made on the merger,
division, partial division or exchange of shares.’;

10. Article 10 shall be replaced by the following:

‘Article 10

1. Where the assets transferred in a merger, a division, a
partial division or a transfer of assets include a permanent
establishment of the transferring company which is situated
in a Member State other than that of
the transferring
company, the Member State of the transferring company
shall renounce any right
to tax that permanent estab-
lishment.

the transferring company may
The Member State of
reinstate in the taxable profits of
that company such
losses of the permanent establishment as may previously

have been set off against the taxable profits of the company
in that State and which have not been recovered.

The Member State in which the permanent establishment is
situated and the Member State of the receiving company
shall apply the provisions of
this Directive to such a
transfer as if the Member State where the permanent estab-
lishment is situated were the Member State of the trans-
ferring company.

These provisions shall also apply in the case where the
permanent establishment is situated in the same Member
State as that in which the receiving company is resident.

establishment

to tax any profits or capital gains of
resulting

2.
By way of derogation from paragraph 1, where the
Member State of the transferring company applies a system
of taxing worldwide profits, that Member State shall have
the right
the
from the merger,
permanent
division, partial division or
assets, on
condition that it gives relief for the tax that, but for the
provisions of this Directive, would have been charged on
those profits or capital gains in the Member State in which
that permanent establishment is situated, in the same way
and in the same amount as it would have done if that tax
had actually been charged and paid.’;

transfer of

11. the following Title shall be inserted:

‘TITLE IVa

Special case of transparent entities

Article 10a

1. Where a Member State considers a non-resident
transferring or acquired company to be fiscally transparent
on the basis of that State’s assessment of the legal charac-
teristics of that company arising from the law under which
it shall have the right not to apply the
it is constituted,
provisions of this Directive when taxing a direct or indirect
shareholder of that company in respect of the income,
profits or capital gains of that company.

2.
A Member State exercising the right referred to in
paragraph 1 shall give relief for the tax which, but for
the provisions of this Directive, would have been charged
on the fiscally transparent company on its income, profits
or capital gains, in the same way and in the same amount
as that State would have done if that tax had actually been
charged and paid.

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3. Where a Member State considers a non-resident
receiving or acquiring company to be fiscally transparent
on the basis of that State’s assessment of the legal charac-
teristics of that company arising from the law under which
it is constituted, it shall have the right not to apply Article
8 paragraphs 1, 2 and 3.

losses in respect of

3. Where, under the laws of that Member State, the SE
or the SCE is entitled to have any new depreciation or any
gains or
the assets and liabilities
remaining in that Member State computed on a basis
different from that set out in paragraph 2, paragraph 1
shall not apply to the assets and liabilities in respect of
which that option is exercised.

4. Where a Member State considers a non-resident
receiving company to be fiscally transparent on the basis
of that State’s assessment of the legal characteristics of that
company
is
constituted, that Member State may apply to any direct
tax
treatment
the
indirect
or
purposes as
the receiving company were
resident in that Member State.’;

shareholders
it would if

law under which it

arising from the

same

for

Article 10c

1. Where,

12. the following Title shall be inserted.

(a) an SE or an SCE transfers its registered office from one

Member State to another Member State, or

‘TITLE IVb

Rules applicable to the transfer of the registered office
of an SE or an SCE

(b) in connection with the transfer of its registered office
from one Member State to another Member State, an
SE or an SCE, which is resident in the first Member
State, ceases to be resident in that Member State and
becomes resident in another Member State,

Article 10b

1. Where,

(a) an SE or an SCE transfers its registered office from one

Member State to another Member State, or

(b) in connection with the transfer of its registered office
from one Member State to another Member State, an
SE or an SCE, which is resident in the first Member
State, ceases to be resident in that Member State and
becomes resident in another Member State,

transfer of

that
the cessation of
registered office or
residence shall not give rise to any taxation of capital
gains, calculated in accordance with of Article 4(1), in the
Member State from which the registered office has been
transferred, derived from those assets and liabilities of the
SE or SCE which,
remain effectively
in consequence,
connected with a permanent establishment of the SE or
of the SCE in the Member State from which the registered
office has been transferred and play a part in generating the
profits or losses taken into account for tax purposes.

that, where provisions or

the Member States shall take the necessary measures to
ensure
reserves properly
constituted by the SE or the SCE before the transfer of
the registered office are partly or wholly exempt from tax
and are not derived from permanent establishments abroad,
such provisions or reserves may be carried over, with the
same tax exemption, by a permanent establishment of the
SE or the SCE which is situated within the territory of the
Member State from which the registered office was trans-
ferred.

extent

To the

tax purposes,

2.
that a company transferring its
registered office within the territory of a Member State
would be allowed to carry forward or carry back losses
which had not been exhausted for
that
Member State shall allow the permanent establishment,
situated within its territory, of the SE or of the SCE trans-
ferring its registered office, to take over those losses of the
SE or SCE which have not been exhausted for tax purposes,
provided that the loss carry forward or carry back would
have been available in comparable circumstances to a
company which continued to have its registered office or
which continued to be tax resident in that Member State.

Paragraph 1 shall apply only if the SE or the SCE
2.
computes any new depreciation and any gains or losses
in respect of the assets and liabilities that remain effectively
connected with that permanent establishment, as though
the transfer of the registered office had not taken place
or the SE or the SCE had not so ceased to be tax resident.

Article 10d

1.
The transfer of the registered office of an SE or of an
SCE shall not, of itself, give rise to any taxation of the
income, profits or capital gains of the shareholders.

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The application of paragraph 1 shall not prevent the
2.
Member States from taxing the gain arising out of the
subsequent
representing the
capital of the SE or of the SCE that transfers its registered
office.’

the securities

transfer of

13. In Article 11, paragraph 1 shall be replaced by the

following:

‘1.
A Member State may refuse to apply or withdraw the
benefit of all or any part of the provisions of Titles II, III, IV
and IVb where it appears that the merger, division, partial
division, transfer of assets, exchange of shares or transfer of
the registered office of an SE or an SCE:

(a) has as its principal objective or as one of its principal
objectives tax evasion or tax avoidance; the fact that
one of the operations referred to in Article 1 is not
carried out for valid commercial reasons such as the
restructuring or rationalisation of the activities of the
companies participating in the operation may constitute
a presumption that the operation has tax evasion or tax
avoidance as its principal objective or as one of its
principal objectives;

(b) results in a company, whether participating in the
operation or not, no longer fulfilling the necessary
conditions for
the representation of employees on
company organs according to the arrangements which
were in force prior to that operation.’

When Member States adopt these measures, they shall contain a
reference to this Directive or be accompanied by such a
reference on the occasion of
their official publication. The
methods of making such reference shall be laid down by
Member States.

2. Member States shall bring into force the laws, regulations
and administrative provisions necessary to comply with this
Directive, as regards the provisions other than those referred
to in paragraph 1, by 1 January 2007. Member States shall
forthwith communicate to the Commission the text of those
provisions and a correlation table between those provisions and
this Directive.

When Member States adopt these measures, they shall contain a
reference to this Directive or be accompanied by such a
reference on the occasion of
their official publication. The
methods of making such reference shall be laid down by
Member States.

3. Member States shall communicate to the Commission the
text of the main provisions of national law which they adopt in
the field covered by this Directive.

14. The Annex shall be replaced by the text in the Annex to

this Directive.

Article 3

This Directive is addressed to the Member States.

Article 2

1. Member States shall bring into force the laws, regulations
and administrative provisions necessary to comply both with
the provisions of this Directive regarding the transfer of the
registered office of an SE or of an SCE, and with the entry
(a)
in the Annex to this Directive by 1 January 2006.
Member States shall forthwith communicate to the Commission
the text of those provisions and a correlation table between
those provisions and this Directive.

Done at Brussels, 17 February 2005.

For the Council
The President

J.-C. JUNCKER

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ANNEX

‘ANNEX

(a)

(b)

LIST OF COMPANIES REFERRED TO IN ARTICLE 3(a)

companies incorporated under Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a
European company (SE) and Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a
European company with regard to the involvement of employees, and cooperative societies incorporated under
Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE)
and Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society
with regard to the involvement of employees;

companies under Belgian law known as “société anonyme”/“naamloze vennootschap”, “société en commandite par
actions”/“commanditaire vennootschap op aandelen”, “société privée à responsabilité limitée”/“besloten vennootschap
met beperkte aansprakelijkheid”
“société coopérative à responsabilité limitée”/“coöperatieve vennootschap met
beperkte aansprakelijkheid”, “société coopérative à responsabilité illimitée”/“coöperatieve vennootschap met onbe-
perkte aansprakelijkheid”, “société en nom collectif”/“vennootschap onder firma”, “société en commandite simple”/
“gewone commanditaire vennootschap”, public undertakings which have adopted one of the abovementioned legal
forms, and other companies constituted under Belgian law subject to the Belgian Corporate Tax;

(c)

companies under Czech law known as: “akciová společnost”, “společnost s ručením omezeným”;

(d)

(e)

companies under Danish law known as “aktieselskab” and “anpartsselskab”. Other companies subject to tax under the
Corporation Tax Act, in so far as their taxable income is calculated and taxed in accordance with the general tax
legislation rules applicable to “aktieselskaber”;

companies under German law known as “Aktiengesellschaft”, “Kommanditgesellschaft auf Aktien”, “Gesellschaft mit
beschränkter Haftung”, “Versicherungsverein auf Gegenseitigkeit”, “Erwerbs- und Wirtschaftsgenossenschaft”, “Betriebe
gewerblicher Art von juristischen Personen des öffentlichen Rechts”, and other companies constituted under German
law subject to German corporate tax;

(f)

companies under Estonian law known as: “täisühing”, “usaldusühing”, “osaühing”, “aktsiaselts”, “tulundusühistu”;

(g)

companies under Greek law known as “αvώvυμη εταιρεία”, “εταιρεία περιoρισμέvης ευθύvης (Ε.Π.Ε.)”;

(h)

companies under Spanish law known as “sociedad anónima”, “sociedad comanditaria por acciones”, “sociedad de
responsabilidad limitada”, and those public law bodies which operate under private law;

(i)

(j)

(k)

limitée”,

companies under French law known as “société anonyme”, “société en commandite par actions”, “société à respon-
sabilité
et
de prévoyance”, “sociétés civiles” which are automatically subject to corporation tax, “coopératives”, “unions de
coopératives”, industrial and commercial public establishments and undertakings, and other companies constituted
under French law subject to the French Corporate Tax;

“sociétés d’assurances mutuelles”,

“sociétés par actions

“caisses d’épargne

simplifiées”,

companies incorporated or existing under Irish laws, bodies registered under the Industrial and Provident Societies
Act, building societies incorporated under the Building Societies Acts and trustee savings banks within the meaning
of the Trustee Savings Banks Act, 1989;

companies under Italian law known as “società per azioni”, “società in accomandita per azioni”, “società a responsa-
bilità limitata”, “società cooperative”, “società di mutua assicurazione”, and private and public entities whose activity
is wholly or principally commercial;

(l)

under Cypriot law: “εταιρείες” as defined in the Income Tax laws;

(m) companies under Latvian law known as: “akciju sabiedrība”, “sabiedrība ar ierobežotu atbildību”;

(n)

companies incorporated under the law of Lithuania;

4.3.2005

EN

Official Journal of the European Union

L 58/27

(o)

(p)

(q)

(r)

companies under Luxembourg law known as “société anonyme”, “société en commandite par actions”, “société à
responsabilité limitée”, “société coopérative”, “société coopérative organisée comme une société anonyme”, “asso-
ciation d’assurances mutuelles”, “association d’épargne-pension”, “entreprise de nature commerciale, industrielle ou
minière de l’État, des communes, des syndicats de communes, des établissements publics et des autres personnes
morales de droit public”, and other companies constituted under Luxembourg law subject to the Luxembourg
Corporate Tax;

companies under Hungarian law known as: “közkereseti társaság”, “betéti társaság”, “közös vállalat”, “korlátolt
felelősségű társaság”, “részvénytársaság”, “egyesülés”, “közhasznú társaság”, “szövetkezet”;

companies under Maltese law known as: “Kumpaniji ta’ Responsabilita Limitata”, “Soċjetajiet en commandite li
l-kapital tagħhom maqsum f’azzjonijiet”;

“Open commanditaire vennootschap”,

companies under Dutch law known as “naamloze vennootschap”, “besloten vennootschap met beperkte aansprake-
“Fonds voor
“Coöperatie”,
lijkheid”,
gemene rekening”, “vereniging op coöperatieve grondslag” and “vereniging welke op onderlinge grondslag als
verzekeraar of kredietinstelling optreedt”, and other companies constituted under Dutch law subject to the Dutch
Corporate Tax;

“onderlinge waarborgmaatschappij”,

(s)

companies under Austrian law known as “Aktiengesellschaft”, “Gesellschaft mit beschränkter Haftung”, “Erwerbs- und
Wirtschaftsgenossenschaften”;

(t)

companies under Polish law known as: “spółka akcyjna”, “spółka z ograniczoną odpowiedzialnością”;

(u)

commercial companies or civil law companies having a commercial form as well as other legal persons carrying on
commercial or industrial activities, which are incorporated under Portuguese law;

(v)

companies under Slovenian law known as: “delniška družba”, “komanditna družba”, “družba z omejeno odgovor-
nostjo”;

(w) companies under Slovak law known as: “akciová spoločnosť ”, “spoločnosť s ručením obmedzeným”, “komanditná

spoločnosť ”.

(x)

(y)

companies under Finnish law known as “osakeyhtiö”/“aktiebolag”, “osuuskunta”/“andelslag”, “säästöpankki”/“sparbank”
and “vakuutusyhtiö”/“försäkringsbolag”;

companies under Swedish law known as “aktiebolag”, “försäkringsaktiebolag”, “ekonomiska föreningar”, “sparbanker”,
“ömsesidiga försäkringsbolag”;

(z)

companies incorporated under the law of the United Kingdom.’