Proposal for a Council Directive concerning indirect taxes on the raising of capital (Recast version)
Date: 2006-12-04
Institutions: European Commission
Subjects: company with share capital, indirect tax, stamp duty, tax harmonisation, tax on capital

COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels, 4.12.2006 
COM(2006) 760 final 

2006/0253 (CNS) 

Proposal for a 

COUNCIL DIRECTIVE 

concerning indirect taxes on the raising of capital 

(Recast version) 

(presented by the Commission) 

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EXPLANATORY MEMORANDUM 

SUMMARY 

This  proposal  relates  to  a  recasting  of  Council  Directive  69/335/EEC1.  The  purpose  of  the 
proposal is to simplify a very complicated piece of Community legislation, phase out capital 
duty which is recognised as a significant obstacle to the development of EU companies, and 
reinforce the prohibition on creating or levying of other similar taxes.  

The Directive regulates the levying of indirect taxes on the raising of capital. When adopted, 
the purpose of the Directive was to: 

a) 

harmonise the taxes on the raising of capital, with regard to both their structures and 
rates; and 

b) 

prevent Member States from creating or levying other similar taxes. 

The Directive was first amended in 1973 by Directives 73/79/EEC2 and 73/80/EEC3 when the 
normal  rate  of  capital  duty  was  fixed  at  the  level  of  1%  and  the  reduced  rate  in  respect  of 
certain company reconstruction operations was set out to be any rate between 0% and 0,5%. 
In 1974, the Directive was further amended by Directive 74/553/EEC4 when the actual value 
of  company  shares  as  a  minimum  basis  of  taxation  was  clarified.  Lastly,  in  1985,  it  was 
acknowledged  by  Directive  85/303/EEC5  that  capital  duty  should  be  completely  abolished, 
given  its  detrimental  economic  effects.  However,  the  losses  of  revenue  which  would  result 
from such a change were unacceptable for certain Member States; and Member States were 
given  the  opportunity  to  either  exempt  transactions  or  charge  a  single  rate  of  tax,  not 
exceeding  1%.  An  implicit  "standstill"  obligation  prevented  Member  States  from  levying 
capital duty once they ceased to apply it. 

Since  1985,  the  trend  has  been  towards  an  elimination  of  capital  duty.  In  response  to  its 
detrimental economic effects, capital duty has been abolished by many Member States. The 
United Kingdom abolished its capital duty in 1988, Germany and France abolished theirs in 
1992,  Denmark  abolished  its  in  1993  and  Italy  in  2000.  Most  recently,  capital  duty  was 
abolished  by  Ireland  from  7  December  2005,  and  by  Belgium  and  the  Netherlands  from  1 
January  2006.  As  a  result,  only  7  (Greece,  Spain,  Cyprus,  Luxembourg,  Austria,  Poland, 
Portugal) of the 25 Member States continue to levy it. In Poland and Portugal, capital duty is 
levied already at a rate of 0,5% or less; and in Cyprus, the rate is 0,6%. In the remaining 4 
Member States, the rate is 1,0%. 

At Lisbon the EU set itself the strategic goal of building the most competitive and dynamic 
knowledge-based economy in the world, capable of sustainable economic growth with more 
and better jobs and greater social cohesion. This recast proposes a limit of 0,5% on the rate by 
2008, and a phasing out of capital duty by 2010 to fit with the Lisbon strategy. 2010 seems an 

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Council Directive 69/335/EEC of 17 July 1969 concerning indirect taxes on the raising of capital (OJ L 
249, 3.10.1969, p.25). 
OJ L 103, 18.4.1973, p.13. 
OJ L 103, 18.4.1973, p.15. 
OJ L 303, 13.11.1974, p.9. 
OJ L 156, 15.06.1985, p.23. 

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appropriate moment for the abolition of capital duty. By then, Member States will have had 
25 years to adapt their fiscal arrangements in order to prepare for its abolition. 

The  recast  Directive  is  divided  into  two  parts,  which  reflects  the  situation  to  which  the 
Directive  actually  applies  and  keeps  in  mind  that  the  aim  of  the  Directive,  since  the  1985 
amendment,  has  been  to  abolish  capital  duty.  The  first  part  contains  the  main  rules  which 
prohibit  the  levying  of  capital  duty  and  other  similar  taxes.  The  second  part  contains  the 
special  provisions  on  the  levying  of  capital  duty  applying  to  those  Member  States  which 
during the phasing out period opt to continue to charge capital duty. Once all Member States 
have abolished capital duty the provisions in the second part will become obsolete while the 
first part of the Directive will continue to apply. 

The  Member  States  have  been  consulted  on  the  proposed  changes  at  a  technical  level.  The 
result of the consultations has confirmed that it is necessary to recast the Directive in order to 
clarify its provisions and that ideally capital duty should be phased out. 

COMMENTARY ON THE ARTICLES 

1. 

SUBJECT MATTER 

Article 1 includes a new introduction which has been added to provide information on what 
the  Directive  deals  with.  According  to  this  Article  the  Directive  regulates  the  levying  of 
indirect  taxes  in  respect  of  contributions  of  capital  for  capital  companies,  restructuring 
operations  involving  capital  companies,  and  the  issue  of  certain  securities  and  debentures. 
Although the Article is new, it does not constitute a substantive amendment to the Directive 
since the information given is merely deduced from ex-Articles 10 and 11. 

2. 

CAPITAL COMPANY 

Article  2  is  basically  identical  to  ex-Article  3.  It  defines  the  capital  companies  that  the 
Directive applies to. The definition of "capital company" is in principal unchanged, yet the list 
in  ex-Article  3(1)(a)  of  companies  established  under  national  law  of  the  Member  States  is 
now presented separately in Annex I. This is due to its length and technical nature.  

In  order  to  ensure  consistency  of  terminology,  the  generally  used  reference  to:  "company, 
firm,  association  or  legal  person"  has  been  replaced  by  "capital  company"  throughout  the 
Directive,  that  is  in  Article  3(e),  Article  3(f),  Article  5(1)(c),  Article  5(1)(d)(ii),  Article 
6(1)(b) and (c) and Article 6(2). 

Article 2(2) corresponds to the first sentence of ex-Article 3(2) and remains unchanged. The 
object  of  Article  2(2)  is  to  prevent  the  choice  of  a  particular  legal  form  from  leading  to  a 
different fiscal treatment of activities which are in principle equivalent. 

The  second  sentence  of  ex-Article  3(2)  has  been  moved  to  Article  9  for  editorial  reasons. 
Under  this  provision  Member  States  are  not  obliged  to  consider  certain  entities  as  capital 
companies for the purpose of charging capital duty. Since this exception only applies to the 
situations  where  capital  duty  may  be  levied,  the  provision  fits  better  into  Chapter  III  of  the 
Directive.  

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3. 

CONTRIBUTIONS OF CAPITAL 

Article  3  establishes  a  new  term  "contributions  of  capital"  through  an  enumeration  of  the 
transactions  to  which  the  Directive  applies.  All  these  transactions  involve  the  transfer  of 
capital  or  assets  to  a  capital  company  or  result  in  an  effective  increase  in  the  company's 
capital or assets, and they are generally identical to the transactions listed in ex-Article 4(1) 
and  (2).  However,  certain  restructuring  operations,  which  used  to  be  covered  by  ex-Article 
4(1), are now defined separately in Article 4, and the introductory part of Article 3 therefore 
constitutes a substantive amendment. 

The  provisions  in  ex-Article  4  dealing  specifically  with  capital  duty  are  now  dealt  with  in 
Article  10,  since  they  are  relevant  only  for  the  Member  States  that  continue  to  levy  capital 
duty. The contributions of capital referred to in points (a) to (d) of Article 3 correspond to the 
transactions referred to in points (a) to (d) of ex-Article 4(1). Points (e) and (f) of Article 3 
deal  with  the  transfer  from  a  third  country  to  a  Member  State  of  the  centre  of  effective 
management or the registered office of a capital company. These points correspond to points 
(e)  and  (f)  of  ex-Article  4(1),  except  for  the  condition  that  the  capital  company  shall  be 
considered as a capital company in the Member State concerned. Since this condition is only 
relevant for the Member States levying capital duty, it is now derivable from Article 9. 

Points (g) and (h) of ex-Article 4(1) on the transfer between Member States of the centre of 
effective management or the registered office of certain entities have been deleted in order to 
simplify the definition of contributions of capital. This is a substantial amendment, since the 
transfers concerned used to be subject to capital duty. However, it should be noted that those 
provisions have a fairly limited scope of application. Firstly, they only concern transfers from 
one Member State to another of the centre of effective management of an entity referred to in 
Article  2(2)  or  the  registered  office  of  an  entity  referred  to  in  Article  2(2)  whose  centre  of 
effective  management  is  in  a  third  country.  Secondly,  they  are  applicable  only  if  the  two 
Member  States  referred  to  actually  levy  capital  duty.  Then,  the  entity  concerned  must  be 
deemed to be a capital company in the Member State to which the transfer takes place, but not 
in the Member State it is transferred from. The transfers under ex-points (g) and (h) are now 
covered by Article 5(1)(d)(ii), which means that no indirect tax can be levied. 

Points  (g)  to  (j)  of  Article  3  correspond  to  points  (a)  to  (d)  of  the  first  subparagraph  of  ex-
Article 4(2) and remain unchanged. 

The  second  subparagraph  of  ex-Article  4(2)  permits  Greece  to  determine  which  of  the 
transactions  listed  in  ex-Article  4  that  it  would  subject  to  capital  duty.  Greece  has  done  so, 
and the provision has therefore been deleted. 

4. 

RESTRUCTURING OPERATIONS 

Article 4 states that certain types of "restructuring operations" shall not be considered to be 
contributions of capital as defined in Article 3. Under the existing rule, that is ex-Article 4, a 
restructuring operation is only covered by the Directive if it involves an increase in the capital 
or  assets  of  the  capital  company  concerned  (see  Case  C-152/976).  Such  an  increase  is  no 
longer required under the definition of restructuring operations in Article 4, so the Directive 

6 

Case C-152/97 Abruzzi Gas SpA (Agas) [1998] ECR I-06553. 

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will apply to such restructuring operations regardless of whether they result in an increase in 
capital or not. This amendment is substantive, since the scope of the Directive is enlarged. 

The restructuring operations defined by Article 4 comprise two types of mergers: (a) mergers 
effected  by  contribution  of  assets,  and  (b)  mergers  effected  by  exchange  of  shares.  In  both 
cases, it is a condition that the consideration consists at least in part of securities representing 
the capital of the acquiring company. The definition of the restructuring operations originates 
in principal from ex-Article 7(1), as amended by Directive 85/303/EEC. 

Ex-Article  7(1)  was  given  the  present  wording  by  the  1985  amendment  that  implicitly 
repealed and replaced ex-Article 7(1)(b) and (bb). Under ex-Article 7(1), Member States shall 
exempt from capital duty transactions which were, as at 1 July 1984, exempted or taxed at a 
rate of 0,50 % or less. The transactions referred to are the two types of mergers mentioned in 
ex-Article 7(1)(b) and (bb) and, due to the stand-still provision, ex-points (b) and (bb) are still 
decisive for the interpretation of the Directive and they are therefore reintroduced in Article 4.  

The  restructuring  operation  described  in  Article  4(a)  corresponds  in  principle  to  the  one 
described  in  ex-Article  7(1)(b),  that  is  restructuring  operations  where  capital  companies 
transfer all their assets and liabilities, or parts of their business to other capital companies. The 
wording of Article 4(a) differs slightly from the wording of ex-Article 7(1)(b). For example, 
the  words  "parts  of  their  business"  now  reads:  "branches  of  activity"  due  to  the  Court's 
reasoning in case C-164/907 on ex-Article 7(1)(b) and (bb). The Court stated in point 22 of its 
reasoning that: 

"It is clearly apparent from the wording of Article 7(1)(b) and, in particular, the reference in 
it to the concept of "assets and liabilities" that it concerns the case where a company transfers 
to  another  various  items  which,  whether  they  constitute  all  or  only  part  of  its  assets  and 
liabilities, form an entity capable of operating independently." 

By  using  the  term  "branches  of  activity"  the  wording  is  also  aligned  with  the  terminology 
used in Article 2(i) of Council Directive 90/434/EEC of 23 July 1990 on the common system 
of  taxation  applicable  to  mergers,  divisions,  partial  divisions,  transfers  of  assets  and 
exchanges of shares concerning companies of different Member States and to the transfer of 
the registered office, of an SE or SCE, between Member States8.  

The wording of Article 4(a) also differs as regards the consideration. Under ex-Article 7(1)(b) 
the  consideration  shall  in  principal  consist  exclusively  of  the  allocation  of  shares  in  the 
acquiring company, although in some Member States the consideration may be accepted even 
if it includes a payment in cash not exceeding 10 % of the nominal value of the shares. Under 
Article 4(a), a larger cash payment may be accepted, as only a part of the consideration for the 
transfer  shall  consist  of  securities.  These  amendments  which  simplify  the  definition  of 
restructuring operations are substantive amendments. 

The  restructuring  operation  described  in  Article  4(b)  corresponds  in  principle  to  the  one 
described  in  ex-Article  7(1)(bb),  that  is  restructuring  operations  where  a  capital  company 
acquires  shares  representing  at  least  75  %  of  the  issued  share  capital  of  another  capital 
company. However, the wording of Article 4(b) has been changed in so far as it provides that 
the  shares  acquired  shall  represent  a  majority  of  the  voting  rights.  The  new  wording  is 

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Case C-164/90 Muwi Bouwgroep BV [1991] ECR I-06049. 
OJ L 225, 20.8.1990, p. 1.  

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consistent  with  the  terminology  used  in  Directive  90/434/EEC.  Also,  under  Article  4(b)  the 
consideration shall only in part consist of securities in the acquiring company, whereas under 
ex-Article 7(1)(bb) the consideration shall in principal consist exclusively of such securities. 
Further, the five year claw back period referred to in the second subparagraph of ex-point (bb) 
has  not  been  reinstated.  These  amendments  which  simplify  the  definition  of  restructuring 
operations are substantive amendments.  

5. 

TRANSACTIONS NOT SUBJECT TO INDIRECT TAX 

Article 5 sets out the main rule of the Directive, namely that Member States shall not subject 
capital companies to any form of indirect tax on the raising of capital. The  Article is partly 
based on the general prohibition of ex-Article 10 which provides that capital companies and 
entities deemed to be capital companies may not, apart from capital duty, be subjected to any 
taxes  whatsoever  in  respect  of  the  raising  of  capital.  Yet,  the  prohibition  of  Article  5  is 
broader  than  that  of  ex-Article  10  as  it  prohibits  capital  duty  also.  Thus,  it  is  a  substantive 
amendment. 

Article  5(1)(a)-(c)  corresponds  to  ex-Article  10(a)-(c).  Article  5(1)(d)  corresponds  to  ex-
Article 4(3), but the scope of Article 5(1)(d)(ii) is broader than the scope of ex-Article 4(3)(b). 
Article 5(1)(d)(ii) explicitly sets out that the transfers  from  one  Member State to another of 
either the centre of effective management or of the registered office of a capital company shall 
not  be  subject  to  indirect  tax,  whereas  under  ex-Article  4(3)(b)  such  transfers  are  only 
exempted  if  the  entity  concerned  is  considered  in  both  Member  States,  for  the  purposes  of 
charging  capital  duty,  as  a  capital  company.  The  new  wording  of  Article  5(1)(d)(ii)  reflects 
the deletion of ex-Article 4(1)(g) and (h). 

Article 5(1)(e) is new and sets out specifically that the restructuring operations mentioned in 
Article 4 are not subject to indirect tax. On the one hand, restructuring operations previously 
covered by ex-Article 7(1)(b), now Article 4(a), have been exempted from capital duty, since 
the 1985 amendment. On the other hand, Member States that charged capital duty as at 1 July 
1984  (or  their  date  of  accession)  on  the  restructuring  operations  covered  by  ex-Article 
7(1)(bb), now Article 4(b), at the ordinary rate have had the possibility to continue to do so 
under  ex-Article  7(1).  This  possibility  no  longer  exists,  as  restructuring  operations  are  not 
among  the  transactions  that  may  be  subject  to  capital  duty.  Article  5(1)(e)  therefore 
constitutes a substantive amendment, which affects the Member States that currently charge 
capital duty on the restructuring operations in question. 

Some  of  the  restructuring  operations  now  referred  to  in  Article  4,  namely  mergers  not 
involving  an  increase  in  capital,  did  previously  fall  outside  the  scope  of  the  Directive,  and 
Member States were therefore free to charge indirect taxes on those restructuring operations. 
Under Article 5(1)(e) Member States may no longer do so. This is a substantive amendment 
that  affects  all  Member  States  which  currently  charge  indirect  taxes  on  restructuring 
operations not involving an increase in capital. 

Article  5(2)  corresponds  to  ex-Article  11  and  remains  unchanged.  Article  5(2)  prohibits 
taxation of certain activities that may otherwise result in transactions subject to indirect tax. 

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6. 

DUTIES AND VALUE ADDED TAX 

Article  6  enumerates,  exclusively,  the  duties  and  fees  that  Member  States  may  levy  on 
transactions  mentioned  in  Article  5.  Article  6  corresponds  to  ex-Article  12  and  remains 
unchanged apart from a few editorial changes.  

7. 

LEVYING OF CAPITAL DUTY IN CERTAIN MEMBER STATES  

Article  7  determines  the  term  "capital  duty"  as  a  duty  levied  on  contributions  of  capital  to 
capital companies. This provision corresponds partly to ex-Article 1.  

According  to  Article  5,  capital  duty  is  in  principle  not  to  be  levied.  Nevertheless,  Article  7 
sets out that certain Member States may charge capital duty for a limited period of time. This 
provision that is partly based on ex-Article 7(2) implies some substantive amendments. 

Only  the  transactions  referred  to  in  Article  5(1)(a),  that  is  contributions  of  capital,  may  be 
subject  to  capital  duty.  This  means  that  restructuring  operations  of  the  kind  mentioned  in 
Article 4(b) are no longer subject to capital duty. 

The Member States that actually did levy capital duty on 1 January 2006 may opt to continue 
to  do  so.  A  fixed  date  is  set  in  order  to  establish  explicitly  that  there  is  a  standstill  of  the 
present  situation  where  only  7  of  the  25  Member  States  levy  capital  duty.  The  provision 
ensures  that  the  Member  States  which  did  not  levy  capital  duty  on  that  date  or  which 
discontinue the charging of capital duty after that date may not reintroduce it. In fact, the aim 
of  the  Directive,  in  particular  as  revised  by  the  1985  amendment,  has  been  interpreted  as 
already constituting an implicit standstill obligation. Thus, Advocate General Fennelly has, in 
his  opinion  in  C-350/98,  made  it  clear  that  Member  States  have  no  right  to  introduce  new 
capital duties on transactions listed in the Directive once they have chosen not to do so. The 
Court of Justice upheld this reasoning in its judgement of 11 November 19999. The general 
standstill obligation in Article 7 consolidates the implicit standstill obligation and replaces the 
standstill obligations referred to in ex-Article 4(2) and ex-Article 8. 

Finally, Article 7 requires the abolition of capital duty.  

8. 

RATE OF CAPITAL DUTY 

Article  8  provides  that  capital  duty  shall  be  charged  at  a  single  rate.  This  provision  is 
unchanged and corresponds to ex-Article 7(2). Article 8 also provides that the rate of capital 
duty may not exceed the rate applied by Member States at 1 January 2006, and may in no case 
exceed 1%. For Member States levying capital duty at a rate  of  1% at 1 January  2006, this 
provision means that they may continue to apply that rate and that their maximum rate is 1%. 
For Member States applying a rate of less than 1 % at that date, Article 8 means that they may 
preserve that rate, which will also serve as their individual maximum rate. Thus, a Member 
State that levied duty at a rate of 0,5 % at 1 January 2006 may continue to tax at that rate.  

Once a Member State has chosen to charge a rate which is lower than its individual maximum 
rate at 1 January 2006, it may not reintroduce a higher rate.  

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Case C-350/98 Henkel Hellas ABEE [1999] ECR I-08013. 

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The standstill obligations in Article 8 are substantive amendments, since ex-Article 7(2) does 
not explicitly preclude that the rate is raised, so long as it does not exceed the maximum rate. 
Anyhow, under the current Directive an implicit standstill obligation prevents Member States 
from raising the rate of duty. 

Finally, Article 8 states that the maximum rate must not exceed 1% until 31 December 2007 
and 0,5 % until 31 December 2009. The limit of 0,5 % on the rate is new and constitutes a 
substantive amendment, since the maximum rate under ex-Article 7(2) is 1 %.  

9. 

EXCLUSION OF CERTAIN ENTITIES FROM THE SCOPE OF APPLICATION 

Under  Article  9,  Member  States  may  determine  whether  or  not  the  entities  mentioned  in 
Article  2(2)  shall  be  considered  as  capital  companies  for  the  purposes  of  charging  capital 
duty.  This  provision  corresponds  to  the  second  sentence  of  ex-Article  3(2)  and  remains 
unchanged. 

10. 

TRANSACTIONS SUBJECT TO CAPITAL DUTY AND DISTRIBUTION OF TAXING RIGHTS 

Article  10  combines  ex-Article  2  on  the  distribution  of  taxing  rights  and  ex-Article  4  that 
makes  the  distinction  between  transactions  which  must  be  and  transactions  which  may  be 
subject  to  capital  duty.  Pursuant  to  Article  10,  capital  duty  is  to  be  levied  on  the  capital 
company receiving the capital contribution in question. Article 10 also provides, that capital 
duty shall be charged only by the Member State in which the centre of effective management 
of  the  capital  company  is  situated  at  the  time  when  the  contribution  of  capital  takes  place. 
This  provision  corresponds  to  ex-Article  2(1)  and  remains  unchanged.  As  is  clear  from  this 
provision, capital duty is to be charged once only in the Community, if at all. Thus where a 
contribution of capital falls under Article 10 and gives rise to a claim for capital duty in one 
Member  State,  the  same  contribution  cannot  give  rise  for  capital  duty  in  another  Member 
State.  Accordingly,  if  a  Member  State  does  not  levy  capital  duty  within  its  jurisdiction, 
another Member State is not entitled to tax instead.  

Article  10(1)  corresponds  to  ex-Article  2(1)  and  ex-Article  4(1)(a)  to  (f)  and  remains 
unchanged.  Article  10(2)  corresponds  to  ex-Articles  2(1)  and  4(2)  and  remains  unchanged. 
Article 10(3) and (4) correspond to ex-Article 2(2) and (3) and remain unchanged.  

11. 

BASIS OF ASSESSMENT FOR CAPITAL DUTY 

Article 11 establishes the basis on which capital duty must be assessed. It corresponds to ex-
Articles  5(1)  and  5(2)  and  remains  unchanged.  Ex-Article  5(3)  has  been  moved  to  Article 
12(1), as it deals with exclusions from the basis of assessment.  

12. 

EXCLUSION FROM THE BASIS OF ASSESSMENT FOR CAPITAL DUTY 

Article 12(1) provides, in order to avoid double taxation, that when capital is increased, the 
basis of assessment shall not include amounts on which capital duty has already been charged. 
Article 12(1) corresponds to ex-Article 5(3) and remains unchanged. 

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Under Article 12(2) a Member State has the option of exempting from capital duty the capital 
contributed by a member with unlimited liability. If however the share of a general partner is 
converted into a limited partner share, by the liability of the partner becoming limited, capital 
duty  becomes  payable.  Article  12(2)  correspond  to  ex-Article  6(1)  and  (2)  and  remains 
unchanged, except for the deletion of the first and second indent of ex-Article 6(2). The two 
indents  deal  with  the  taxation  of  transfers  of  the  centre  of  effective  management  or  the 
registered office of a capital company. The deletion is a consequence of Article 5(1)(d)(ii) as 
amended, under which such transfers do not give rise to a charge. 

The first and  second sub-paragraphs of ex-Article 7(1) are now comprised by  Article 4 and 
Article 5(1)(e). The third subparagraph of ex-Article 7(1), which permits Greece to determine 
whether  it  would  subject  to  capital  duty  certain  company  reconstructions,  has  been  deleted. 
The provision is no longer applicable. Ex-Article 7(2) has been moved to Article 7 and 8. 

Article  12(3)  provides,  in  the  case  of  an  increase  following  a  reduction  in  the  company's 
capital as a result of losses sustained, that part of the increase may be excluded from the basis 
of assessment. Article 12(3) corresponds to ex-Article 7(3) and remains unchanged. 

13. 

EXEMPTION OF CONTRIBUTIONS OF CAPITAL TO CERTAIN CAPITAL COMPANIES 

Pursuant to Article 13, Member States may exempt from capital duty contributions of capital 
relating  to  certain  capital  companies  that  supply  public  services.  The  first  subparagraph  of 
Article 13 corresponds to ex-Article 8 and remains unchanged. The second subparagraph of 
Article 13 deals with the charge of capital duty on a branch of a capital company that supplies 
public services in the case where the registered office and the centre of effective management 
of the capital company  are  situated in a third country. Under that provision, Member States 
must also exempt contributions to the branches in question if they opt to exempt contributions 
under the first subparagraph. The aim of the provision is to ensure that activities, which from 
an economic point of view are equivalent, actually are treated alike. The provision is new and 
constitutes a substantive amendment. 

14. 

DEROGATION PROCEDURE 

Article  14  deals  with  the  derogation  procedure  and  corresponds  to  ex-Article  9.  However, 
according to Article 14, it will no longer be possible to derogate from the provisions of this 
Directive by way of increasing the rate of capital duty. This is a substantive amendment. It is 
to  be  noted  that,  until  now,  the  derogation  procedure  has  not  been  applied  frequently,  and 
there are currently no derogations as regards an increase in the rate. 

Ex-Article 10 is now Article 5(1), ex-Article 11 is Article 5(2), ex-Article 12 is Article 6 and 
ex-Articles 13 and 14 are now Article 15. 

15. 

TRANSPOSITION, REPEAL, ENTRY INTO FORCE AND ADDRESSEES 

Articles  15,  16,  17  and  18  on  transposition,  repeal,  entry  into  force  and  addressees  are 
standard articles. 

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16. 

LIST OF COMPANIES REFERRED TO IN ARTICLE 2(1)(A) 

Annex  I  lists  certain  companies  under  national  law  of  the  Member  States.  The  list 
corresponds  in  principle  to  the  list  of  companies  referred  to  in  ex-Article  3(1)(a).  However, 
the  list  is  incomplete  and  has  therefore  been  adapted.  It  now  comprises  a  reference  to 
companies incorporated under Council Regulation (EC) No 2157/2001 of 8 October 2001 on 
the Statute for a European company (SE)10. It also includes companies under national law in 
Estonia and Lithuania. Lastly, the list of companies under national law in the Netherlands has 
been updated. 

Companies incorporated under Council Regulation (EC) No 1435/2003 of 22 July 2003 on the 
Statute for a European Cooperative Society (SCE)11 are not included in the list. This is due to 
the fact that SCE's as opposed to SE's do not necessarily take the form of capital companies in 
all Member States. Where a SCE takes the form of a capital company, it will be covered by 
the definition in Article 2. 

LINGUISTIC CORRECTIONS 

Specific linguistic corrections in certain language versions of the Directive may occur. 

10 
11 

OJ L 294, 10.11.2001, p. 1. 
OJ L 207, 18.8.2003, p. 1. 

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10 

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2006/0253 (CNS) 

Proposal for a 

COUNCIL DIRECTIVE 

concerning indirect taxes on the raising of capital 

(cid:208) 69/335/EEC (adapted) 

THE COUNCIL OF THE EUROPEAN UNION, 

Having regard to the Treaty establishing the European Community, and in particular Articles 
99 ⌦ 93 ⌫ and 100 ⌦ 94 ⌫ thereof, 

Having regard to the proposal from the Commission12, 

Having regard to the opinion of the European Parliament13, 

Having regard to the opinion of the ⌦ European ⌫ Economic and Social Committee14, 

Whereas: 

(1) 

Council Directive 69/335/EEC of 17 July 1969 concerning indirect taxes on the raising 
of capital15 has been substantially amended several times16. Since further amendments 
are to be made, it should be recast in the interests of clarity. 

(cid:208)  

The objective of the Treaty is to create an economic union whose characteristics are similar to 
those  of  a  domestic  market  and  one  of  the  essential  conditions  for  achieving  this  is  the 
promotion of the free movement of capital.  

(cid:208) 69/335/EEC Recital 1 (adapted) 

12 
13 
14 
15 
16 

OJ C […]. 
OJ No 119, 3. 7. 1965, p. 2057/65 C […]. 
OJ No 134, 23. 7. 1965, p. 2227/65 C […]. 
OJ L 249, 3.10.1969, p. 25. Directive as last amended by the 2003 Act of Accession. 
See Annex II, Part A. 

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11 

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(cid:208) 69/335/EEC Recitals 2 and 8 
(adapted) 
(cid:214) new 

(2) 

(3) 

The indirect taxes on the raising of capital, in force in the Member States at the present 
time, namely the duty chargeable on contributions of capital to companies and firms 
⌦ ,  hereinafter  "capital  duty", ⌫and  the  stamp  duty  on  securities, ⌦ and  duty  on 
restructuring  operations,  ⌫ (cid:214) regardless  of  whether  those  operations  involve  an 
increase in capital,  give rise to discrimination, double taxation and disparities which 
interfere  with  the  free  movement  of  capital.  ⌦The  same  applies  as  regards  other 
indirect  taxes  with  the  same  characteristics  as  capital  duty  and  the  stamp  duty  on 
securities. ⌫ 

and which, cConsequently, ⌦ it is in the interests of the internal market to harmonise 
the  legislation  on  indirect  taxes  on  the  raising  of  capital  in  order  ⌫  must  be 
eliminated by harmonisation ⌦ to eliminate, as far as possible, factors ⌫ (cid:214) which 
may  distort  conditions  of  competition  or  ⌦ hinder  the  free  movement  of 
capital. ⌫ 

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.  

(cid:208) 69/335/EEC Recital 3 (adapted) 

(4) 

The  economic  effects  of  capital  duty  are  detrimental  to  the  regrouping  and 
development  of  undertakings.  Such  effects  are  particularly  harmful  in  the  present 
economic  situation  in  which  there  is  a  paramount  need  for  priority  to  be  given  to 
stimulating investment. 

(cid:208) 85/303/EEC Recital 2 

(cid:208) 85/303/EEC Recital 3 (adapted) 
(cid:214) new 

(5) 

(6) 

The best solution for attaining these objectives would be (cid:214)It is therefore appropriate 
 to abolish capital duty. 

However, the losses of revenue which would result from ⌦ the immediate application 
of ⌫ such a measure are unacceptable for certain Member States ⌦ which currently 
apply capital duty. ⌫The ⌦Those ⌫ Member States must ⌦should ⌫ therefore 
be given ⌦ have ⌫ the opportunity (cid:214), for a limited period of time, to continue to  
to exempt from or subject to capital duty all or part of the transactions coming within 
its scope ⌦concerned⌫, it being understood that a single rate of tax must be charged 
within  one  and  the  same  Member  State.  (cid:214) Once  a  Member  State  has  chosen  not  to 

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12 

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levy capital duty on all or part of the transactions under this Directive, it should not be 
possible for it to reintroduce such duties. 

(7) 

It  is  appropriate  that  the  maximum  rate  of  capital  duty  applicable  by  the  Member 
States  which  continue  to  charge  capital  duty  should  be  reduced  by  2008  and  that 
capital duty should be abolished by 2010 at the latest. 

(cid:216) new 

(cid:208) 69/335/EEC Recital 4 (adapted) 

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  market  whose 
characteristics  are  those  of  a  domestic  market.  In  addition,  it  has  become  evident  that  the 
retention  of  stamp  duty  on  the  issue  of  securities  in  respect  of  internal  loans  and  on  the 
introduction or issue on the market of a Member State of foreign securities 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.  

(cid:208) 69/335/EEC Recital 6 (adapted)  

(8) 

It  is  inherent  in  the  concept  of  a  common  ⌦ an  internal ⌫  market  whose 
characteristics  are  those  of  a  domestic  market  that  a  duty  on  the  raising  of  capital 
within the common ⌦ internal ⌫market by a company or firm should ⌦ not ⌫ be 
charged only ⌦ more than ⌫ once. ⌦ Accordingly, if the Member State to which 
the  taxing  right  is  attributed  does  not  levy  capital  duty  on  certain  or  all  transactions 
covered  by  this  Directive,  no  other  Member  State  is  to  exercise  a  taxing  right  in 
respect of those transactions. ⌫ 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.  

(9) 

It  is  appropriate  to  maintain  strict  conditions  for  situations  where  Member  States 
continue to levy capital duty, in particular as regards exemptions and reductions.  

(cid:216) new 

Therefore, this duty should be harmonised, with regard both to its structures and to its rates. 

(cid:208) 69/335/EEC Recital 7 (adapted) 

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(cid:208) 69/335/EEC Recitals 5 and 8 
(adapted) 

(10)  The retention of other indirect taxes with the same characteristics as the capital duty or 
the stamp duty on securities might frustrate the purpose of the measures provided for 
in this Directive and those taxes should therefore be abolished. ⌦ Apart from capital 
duty,  no  indirect  taxes  on  the  raising  of  capital  should  be  levied  ⌫.  In  these 
circumstances,  it  is  advisable  to  abolish  the  ⌦In  particular,  no ⌫  stamp  duty 
⌦ should be levied ⌫ on securities, regardless of the origin of such securities, and 
regardless of whether they represent a company's own capital or its loan capital. 

(cid:216) new  

(11)  The  list  of  capital  companies  set  out  in  Directive  69/335/EEC  is  incomplete  and 

should therefore be adapted. 

(12)  Since,  for  those  reasons,  the  objectives  of  this  Directive  cannot  be  sufficiently 
achieved  by  the  Member  States  and  can  therefore  be  better  achieved  at  Community 
level,  the  Community  may  adopt  measures,  in  accordance  with  the  principle  of 
subsidiarity  as  set  out  in  Article 5  of  the  Treaty.  In  accordance  with  the  principle  of 
proportionality,  as  set  out  in  that  Article,  this  Directive  does  not  go  beyond  what  is 
necessary in order to achieve those objectives. 

(cid:208)  

(13)  The obligation to transpose this Directive into national law should be confined to those 
provisions  which  represent  a  substantive  change  as  compared  with  the  earlier 
Directives.  The  obligation  to  transpose  the  provisions  which  are  unchanged  arises 
under the earlier Directives. 

(14)  This  Directive  should  be  without  prejudice  to  the  obligations  of  the  Member  States 
relating to the time-limits for transposition into national law of the Directives set out in 
Annex II, Part B, 

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HAS ADOPTED THIS DIRECTIVE: 

(cid:208) 69/335/EEC 

(cid:208) 69/335/EEC (adapted) 

⌦CHAPTER I⌫ 

⌦ SUBJECT MATTER AND SCOPE ⌫ 

Article 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».  

⌦ This Directive regulates the levying of indirect taxes in respect of the following: ⌫ 

⌦ Subject matter ⌫ 

⌦(a) contributions of capital for capital companies; ⌫ 

⌦ (b) restructuring operations involving capital companies;⌫ 

⌦(c) the issue of certain securities and debentures.⌫ 

Article 2 

1.  Transactions  subject  to  capital  duty  shall  only  be  taxable  in  the  Member  State  in  whose 
territory the effective centre of management of a capital company is situated at the time when 
such transactions take place.  

2. When the effective centre of management of a capital company is situated in a third country 
and its registered 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.  

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Article 32  

⌦ Capital company⌫ 

(cid:208) Act of Accession DK, IRL and 
the UK, Art. 29 and Annex I, p. 93 
(adapted) 
(cid:206)1 Act of Accession E and P, Art. 
26 and Annex I, p. 167 
(cid:206)2 Act of Accession EL, Art. 21 
and Annex I, p. 95 

1. For the purposes of this Directive the expression «capital company» means: 

(a)  ⌦ any  company  which  takes  one  of  the  forms  listed  in  Annex  I; ⌫  companies 
under  Belgian,  Danish,  German,  (cid:206)1 Spanish, French,  (cid:206)2 Hellenic,   Irish, 
Italian,  Luxembourg,  Netherlands(cid:206)1 ,  Portuguese   and  United  Kingdom  law 
known respectively as: 

société 

anonyme/naamloze 

- 
aktieselskab,  Aktiengesellschaft, 
vennootschap, 
(cid:206)1 sociedad  anónima,   société  anonyme,  (cid:206)2 Ανώνυμος  Εταιρία,   companies 
incorporated  with 
liability,  società  per  azioni,  société  anonyme,  naamloze 
vennootschap, (cid:206)1 sociedade anónima,  companies incorporated with limited liability; 

limited 

société  en  commandite  par  actions/commanditaire  vennootschap  op  aandelen, 
- 
kommandit-aktieselskab,  Kommanditgesellschaft  auf  Aktien,  (cid:206)1 sociedad  comanditaria  por 
acciones, société en commandite par actions, (cid:206)2 Ετερόρρυθμος κατά μετοχάς Εταιρία,  
società  in  accomandita  perazioni,  société  en  commandite  par  actions,  commanditaire 
vennootschap op aandelen(cid:206)1 , sociedade em comandita por acções ; 

- 
société  de  personnes  à  responsabilité  limitée/  personenvennootschap  met  beperkte 
aansprakelĳkheid,  Gesellschaft  mit  beschränkter  Haftung,  (cid:206)1 sociedad  de  responsabilidad 
limitada,  société à responsabilité limitée, (cid:206)2 Εταιρία Περιωρισμένης Ευθύνης,  società 
a responsabilità limitata, société à responsabilité limitée(cid:206)1 , sociedade por quotas ; 

(cid:208) Act of Accession A, S and FIN 
Art. 29 and Annex I, p. 196 
(adapted) 

Companies under Austrian law known as: 

- 

«Aktiengesellschaft» 

«Gesellschaft mit beschränkter Haftung»; 

Companies under Finnish law known as: 

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16 

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- 

«osakeyhtiö  -  aktiebolag»,  «osuuskunta  -  andelslag»,  «säästöpankki  - 
sparbank» and «vakuutusyhtiö - försäkringsbolag»; 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II (adapted) 

Companies under Swedish law known as: 

- 

- 

- 

«aktiebolag» 

«bankaktiebolag» 

«försäkringsaktiebolag». 

companies under Czech law known as: 

-«akciová společnost» 

-«komanditní společnost» 

-«společnost s ručením omezeným»; 

companies under Cypriot law known as: 

-«εταιρείες περιορισμένης ευθύνης»; 

companies under Latvian law known as: 

-«kapitālsabiedrība»; 

Companies under Hungarian law known as: 

-«részvénytársaság» 

-«korlátolt felelősségű társaság»; 

Companies under Maltese law known as: 

-‘Kumpaniji ta' Responsabilita Limitata’ 

-‘Soċjetajiet en commandite li l-kapital tagħhom maqsum f'azzjonijiet’; 

Companies under Polish law known as:  

-«spółka akcyjna» 

-«spółka z ograniczoną odpowiedzialnością»; 

Companies under Slovenian law known as: 

-‘delniška družba’ 

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17 

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-‘komanditna delniška družba’ 

-‘družba z omejeno odgovornostjo’; 

Companies under Slovak law known as: 

-«akciová spoločnosť» 

-«spoločnosť s ručením obmedzeným» 

-‘komanditna spoločnosť’. 

(cid:208) 69/335/EEC 

(b) 

(c) 

any company, firm, association or legal person the shares in whose capital or assets 
can be dealt in on a stock exchange; 

any company, firm, association or legal person operating for profit, whose members 
have  the  right  to  dispose  of  their  shares  to  third  parties  without  prior  authorisation 
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  operating  for  profit  shall  be  deemed  to  be  a  capital  company.  However,  a 
Member State shall have the right not to consider it as such for the purpose of charging capital 
duty. 

(cid:208) 69/335/EEC (adapted) 

(cid:208) 69/335/EEC (adapted) 
(cid:214) new 

Article 43 

⌦ Contributions of capital ⌫ 

1.  ⌦ For  the  purposes  of  this  Directive  ⌫ (cid:214) and  subject  to  Article  4,   Tthe  following 
transactions shall be subject to capital duty (cid:214) considered to be "contributions of capital" : 

(a) 

the formation of a capital company; 

(cid:208) 69/335/EEC 

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(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

the conversion into a capital company of a company, firm, association or legal person 
which is not a capital company; 

an increase in the capital of a capital company by contribution of assets of any kind; 

an increase in the assets of a capital company by contribution 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; 

(cid:208) 69/335/EEC (adapted) 

the  transfer  from  a  third  country  to  a  Member  State  of  the effective centre  of 
⌦ effective ⌫ management of a ⌦ capital ⌫ company, firm, association or legal 
person, whose registered office is in a third country and which is considered in that 
Member State, for the purposes of charging capital duty, as a capital company; 

the  transfer  from  a  third  country  to  a  Member  State  of  the  registered  office  of  a 
⌦ capital ⌫ company, firm, association or legal person, whose effective centre of 
⌦ effective ⌫  management  is  in  a  third  country  and  which  is  considered  in  that 
Member State, for the purposes of charging capital duty, as a capital company; 

the transfer from a Member State to another Member State of the effective centre of 
management of a company, firm, association or legal person which is considered 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; 

the transfer from a Member State to another Member State of the registered office of 
a company, firm, association or legal person, whose effective centre of management 
is  in  a  third  country  and  which  is  considered  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 that they were taxed at the rate of 1 % as at 1 
July 1984, continue to be subject to capital duty: 

(cid:208) 85/303/EEC Art. 1, point 1 
(adapted) 

(cid:208) 69/335/EEC 

(a)(g) 

an  increase  in  the  capital  of  a  capital  company  by  capitalisation  of  profits  or  of 
permanent or temporary reserves; 

(b)(h) 

an increase in the assets of a capital company through the provision of services by a 
member which does not entail an increase in the company's capital, but which does 

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19 

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result in a variation in the rights in the company or which may increase the value of 
the company's shares;  

(c) (i) 

a  loan  taken  up  by  a  capital  company,  if  the  creditor  is  entitled  to  a  share  in  the 
profits of the company; 

(d) (j) 

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 of the transactions listed above it will 
subject to capital duty. 

(cid:208) 85/303/EEC Art. 1, point 1  

(cid:208) 69/335/EEC (adapted) 
(cid:214) new 

⌦ Article 4 ⌫ 

⌦ Restructuring operations ⌫ 

(cid:214) For  the  purposes  of  this  Directive,  the  following  "restructuring  operations"  shall  not  be 
considered to be contributions of capital: 

(cid:208) reinstatement of 69/335/EEC 
Art. 7(1)(b) as repealed by 
85/303/EEC (adapted) 
(cid:214) new 

⌦ (a) 

the transfer by one or more capital companies of all their assets and liabilities, or one 
or  more  branches  of  activity  to  one  or  more  capital  companies  which  are  in  the 
process  of  being  formed  or  which  are  already  in  existence,  provided  that  the 
consideration for the transfer consists ⌫ (cid:214) at least in part of securities representing 
the capital of the acquiring company;  

(cid:208) reinstatement of 73/79/EEC Art. 
1 as repealed by 85/303/EEC 
(adapted) 
(cid:214) new 

⌦ (b) 

the  acquisition,  by  a  capital  company  which  is  in  the  process  of  being  formed  or 
which is already in existence, of shares representing ⌫ (cid:214) a majority of the voting 

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rights   ⌦ of  another  capital  company,  provided  that  the  consideration  for  the 
shares acquired consists ⌫ (cid:214) at least in part of securities representing the capital of 
the  former  company.  Where the  majority  of  the  voting  rights   ⌦ is  reached  by 
means of two or more transactions, only the transaction whereby ⌫ (cid:214) the majority 
of voting rights  ⌦ is reached and any subsequent transactions shall be regarded 
as restructuring operations. ⌫ 

(cid:208) 69/335/EEC (adapted) 
(cid:214) new 

⌦CHAPTER II⌫ 

⌦ GENERAL PROVISIONS ⌫ 

⌦ Article 5 ⌫ 

⌦ Transactions not subject to indirect tax ⌫ 

(cid:214) 1.  Member  States  shall  not  subject  capital  companies  to  any  form  of  indirect  tax 
whatsoever in respect of the following: 

⌦ (a)  contributions of capital; ⌫ 

⌦ (b) 

loans, or the provision of services, occurring as part of contributions of capital; ⌫ 

⌦ (c) 

registration or any other formality required before the commencement of business to 
which a capital company may be subject by reason of its legal form; ⌫ 

3.(d) Formation, within the meaning of paragraph 1 (a), shall not include any alteration of the 
constituent instrument or regulations of a capital company, and in particular ⌦ the 
following ⌫ : 

(cid:208) 69/335/EEC (adapted) 

(a)(i) the conversion of a capital company into a different type of capital company; 

(cid:208) 69/335/EEC 

(b)(ii)  the  transfer  from  a  Member  State  to  another  Member  State  of  the  effective 
centre  of  ⌦ effective ⌫  management  or  of  the  registered  office  of  a 

(cid:208) 69/335/EEC (adapted) 

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21 

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⌦ capital ⌫ company, firm, association or legal person which is considered 
in both Member States, for the purposes of charging capital duty, as a capital 
company; 

(c)(iii) a change in the objects of a capital company; 

(d)(iv) the extension of the period of existence of a capital company; 

(cid:208) 69/335/EEC  

(e) 

the restructuring operations referred to in Article 4. 

(cid:216) new 

(cid:208) 69/335/EEC (adapted)  

⌦ 2. Member States shall not subject the following to any form of indirect tax 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  thereto,  or 
the creation, issue, admission to quotation on a stock exchange, making available on 
the market or dealing in such debentures or other negotiable securities. ⌫ 

⌦Article 6 ⌫ 

⌦ Duties and Value Added Tax ⌫ 

⌦1.  Notwithstanding  Article  5,  Member  States  may  charge  the  following  duties  and 
taxes:⌫ 

⌦(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 capital 
company, of businesses or immovable property situated within their territory; ⌫ 

⌦(c) 

transfer  duties  on  assets  of  any  kind  transferred  to  a capital  company,  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; ⌫ 

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⌦(e)  duties in the form of fees or dues; ⌫ 

⌦(f) 

value added tax. ⌫ 

⌦2.The  amount  charged  by  way  of  the  duties and  taxes  listed  in  points  (b)  to  (e)  of 
paragraph 1 shall not vary according to whether or not the centre of effective management or 
the  registered  office  of  the capital company  is  situated  within  the  territory  of  the  Member 
State  charging  the  duties  or  taxes.  Those  amounts  may  not  exceed  those  of  duties  or  taxes 
applicable to like transactions which take place within the Member State charging them.⌫ 

⌦CHAPTER III⌫ 

⌦ SPECIAL PROVISIONS⌫ 

⌦ Article 7 ⌫ 

⌦Levying of capital duty in certain Member States⌫ 

(cid:216) new 

1. Notwithstanding Article 5(1)(a), a Member State which as at 1 January 2006 charged a duty 
on contributions of capital to capital companies, hereinafter "capital duty", may continue to do 
so until 31 December 2009 provided that it complies with Articles 8 to 14.  

If,  at  any  time  after  1  January  2006,  a  Member  State  discontinues  the  charging  of 

2. 
capital duty, it may not reintroduce it. 

If,  at  any  time  after  1  January  2006,  a  Member  State  discontinues  the  charging  of 
3. 
capital  duty  on  the  contributions  of  capital  referred  to  in  Article  3(g)  to  (j),  it  may  not 
reintroduce capital duty on such contributions of capital, notwithstanding Article 10(2).  

4. 
If,  at  any  time  after  1  January  2006,  a  Member  State  discontinues  the  charging  of 
capital duty on the supplying of fixed or working capital to a branch, it may not reintroduce 
duty on the contributions of capital concerned, notwithstanding Article 10(4). 

If, at any time after 1 January 2006, a Member State allows exemptions under Article 

5. 
13, it may not subsequently charge capital duty on the contributions of capital concerned. 

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(cid:208) 69/335/EEC (adapted) 
(cid:214) new 

⌦ Article 8 ⌫ 

⌦Rate of capital duty⌫ 

⌦ 1.  Capital duty shall be charged at a single rate. ⌫ 

(cid:214) 2. 

The rate of capital duty applied by a Member State may not exceed the rate applied 
by that Member State at 1 January 2006.  

(cid:214) Where,  after  that  date,  the  Member  State  reduces  the  rate  applied,  it  may  not 
reintroduce a higher rate.  

⌦ 3.  The  rate  of  capital  duty  may  not  in  any  event  exceed  1%, ⌫  (cid:214) and  after  31 

December 2007 it may not exceed 0,5%.  

(cid:208) 69/335/EEC (adapted) 

⌦ Article 9 ⌫ 

⌦ Exclusion of certain entities from the scope of application ⌫ 

⌦Member States may for the purposes of levying capital duty choose not to regard as capital 
companies the entities referred to in Article 2(2).⌫ 

⌦ Article 10 ⌫ 

⌦Transactions subject to capital duty and distribution of taxing rights⌫ 

⌦1.Where, pursuant to Article 7(1), a Member State continues to charge capital duty, it shall 
subject  to  capital  duty  the  contributions  of  capital  referred  to  in  Article  3(a)  to  (d),  if  the 
centre of effective management of the capital company is situated in that Member State at the 
time when the contribution of capital is made.⌫ 

It  shall  also  subject  to  capital  duty  the  contributions  of  capital  referred  to  in  Article 

⌦ 
3(e) and (f).⌫ 

⌦2.  Where  a  Member  State  continues  to  charge  capital  duty,  it  may  do  so  on  the 
contributions of capital referred to in Article 3(g) to (j), if the centre of effective management 
of the capital company is situated in that Member State at the time when the contribution of 
capital is made. ⌫ 

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⌦3.Where  the  centre  of  effective  management  of  a  capital  company  is  situated  in  a  third 
country  and  its  registered  office  is  situated  in  a  Member  State  which  continues  to  charge 
capital duty, contributions of capital shall be subject to capital duty in that Member State.⌫ 

⌦4.Where the registered office and the centre of effective management of a capital company 
are situated in a third country, the supply of fixed or working capital to a branch situated in a 
Member  State  which  continues  to  charge  capital  duty  may  be  subject  to  capital  duty  in  that 
Member State.⌫ 

Article 511 

⌦ Basis of assessment for capital duty ⌫  

1. The duty shall be charged: 

(a) 
iIn 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 ⌦contributions of capital as referred to in 
Article 3(a), (c) and (d), the basis of assessment for capital duty shall be ⌫ the actual value 
of assets of any kind contributed or to be contributed by the members, after the deduction of 
liabilities assumed and of expenses borne by the company as a result of each contribution.  

Member  States  may  postpone  the  charging  of  capital  duty  ⌦ The  charging  of  capital 
duty may be postponed ⌫ until the contributions have been effected;. 

(b)2.iIn 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 referred to in Article 4 (1) 
(b), (e), (f), (g) and (h); on ⌦contributions of capital as referred to in Article 3(b), (e) and 
(f), the  basis  of  assessment  for  capital  duty  shall  be⌫  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)3. 
iIn  the  case  of  an  increase  in  the  capital  by  capitalisation  of  profits  reserves,  or 
provisions, as referred to in Article 4 (2) (a): on ⌦contributions of capital as referred to in 
Article 3(g), the basis of assessment for capital duty shall be⌫ the nominal amount of such 
increase;. 

iIn  the  case  of  an  increase  in  the  assets,  as  referred  to  in  Article  4  (2)  (b):  on  ⌦ 
(d)4. 
contributions of capital as referred to in Article 3(h), the basis of assessment for capital duty 
shall be ⌫ the actual value of the services provided, after deduction of the liabilities assumed 
and the expenses borne by the company as a result of the provision of such services;. 

iIn  the  case  of  loans  referred  to  in  Article  4  (2)  (c)  and  (d):  on  ⌦contributions  of 
(e)5. 
capital  as  referred  to  in  Article  3(i)  and  (j),  the  basis  of  assessment  for  capital  duty  shall 
be⌫the nominal amount of the loan taken up. 

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(cid:208) 74/553/EEC (adapted) 

26. In the cases referred to in paragraphs 1 (a) and (b) 2, Member States may base the amount 
on which to charge capital duty on the actual value of the shares in the company allotted or 
belonging to each member ⌦ may be used as the basis of assessment for capital duty, except 
where ⌫ . 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. 

(cid:208) 69/335/EEC (adapted) 

⌦ Article 12 ⌫ 

⌦ Exclusion from the basis of assessment for capital duty ⌫ 

3. ⌦ 1. In the case of an increase in capital, the basis of assessment for capital duty shall not 
include the following: ⌫ 

-(a) 

-(b) 

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  company  which  are  converted  into 
shares in the company and which have already been subjected to capital duty. 

Article 6  

12.Each  ⌦ A ⌫Member  State  may  exclude  from  the  basis  of  assessment  ⌦ for  capital 
duty ⌫ , 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 ⌦ that ⌫  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  company  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 capital, in particular when the limitation of liability results from the conversion of 
a  capital  company  into  a  different  type  of  capital  company  ⌦ ,  shall  be  subject  to  capital 
duty ⌫ . 

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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. 

(cid:208) 69/335/EEC  

(cid:208) 85/303/EEC Art. 1, point 2 
(adapted) 

Article 7  

1. Member States shall exempt from capital duty transactions, 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 exemption or, as the case may be, for imposition at a rate of 0,50 % or less. 

The Hellenic Republic shall determine which transactions it shall exempt from capital duty. 

2.  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) ⌦a 
contribution  of  capital  as  referred  to  in  Article  3(c) ⌫  ,  following  a  reduction  in  the 
company's  capital  as  a  result  of  losses  sustained,  that  part  of  the  increase ⌦contribution of 
capital ⌫ which corresponds to the reduction in capital may be exempted ⌦excluded from 
the basis of assessment⌫, provided this increase ⌦that the contribution of capital ⌫ occurs 
within four years of the reduction in capital. 

(cid:208) 69/335/EEC (adapted) 

Article 813 

⌦ Exemption of contributions of capital to certain capital companies ⌫ 

Subject  to  Article  7  (1),  Member  States may  exempt  from  capital  duty  the  transactions 
referred  to  in  Article  4  (1)  and  (2)  concerning  ⌦ contributions  of  capital  made  to the 
following ⌫ : 

(cid:208) 85/303/EEC Art. 1, point 3 
(adapted) 

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(cid:208) 69/335/EEC (adapted) 

- (a) 
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  regulations  and  in  fact,  pursue 

- (b) 
exclusively and directly cultural, charitable ⌦ social ⌫, relief or educational objectives. 

Member States which exempt such contributions of capital from capital duty shall also apply 
the  exemption  to  the  supply  of  fixed  or  working  capital  to  a  branch  within  its  territory  as 
referred to in Article 10(4). 

(cid:216) new 

(cid:208) 69/335/EEC (adapted) 

Article 914 

⌦ Derogation procedure ⌫ 

Certain types of transactions ⌦contributions of capital⌫ or of capital companies may be the 
subject of exemptions, ⌦ or ⌫ 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 
Commission  in  good  time,  having  regard  to  the  application  of  Article  102 ⌦ 97 ⌫ of  the 
Treaty. 

Article 10 

Apart  from  capital  duty,  Member  States  shall  not  charge,  with  regard  to  companies,  firms, 
associations or legal persons operating for profit, any taxes whatsoever: 

(a) 

(b) 

(c) 

in respect of the transactions referred to in Article 4; 

in respect of contributions, loans or the provision of services, occurring as part of the 
transactions referred to in Article 4; 

in respect of registration or any other formality required before the commencement 
of business to which a company, firm, association or legal person operating for profit 
may be subject by reason of its legal form. 

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Article 11 

Member States shall not subject to any form of taxation whatsoever: 

(a) 

(b) 

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; 

loans,  including  government  bonds,  raised  by  the  issue  of  debentures  or  other 
negotiable  securities,  by  whomsoever  issued,  or  any  formalities  relating  thereto,  or 
the creation, issue, admission to quotation on a stock exchange, making available on 
the market or dealing in such debentures or other negotiable securities. 

1. Notwithstanding Articles 10 and 11, Member States may charge: 

Article 12 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

duties on the transfer of securities, whether charged at a flat rate or not; 

transfer duties, including land registration taxes, on the transfer, to a company, firm, 
association or legal person operating for profit, of businesses or immovable property 
situated within their territory; 

transfer  duties  on  assets  of  any  kind  transferred  to  a  company,  firm,  association  or 
legal  person  operating  for  profit,  in  so  far  as  such  property  is  transferred  for  a 
consideration other than shares in the company; 

duties on the creation, registration or discharge of mortgages or other charges on land 
or other property; 

duties paid by way of fees or dues; 

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  company,  firm, 
association or legal person operating for profit is situated within the territory of the Member 
State charging 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. 

⌦CHAPTER IV⌫ 

⌦FINAL PROVISIONS⌫ 

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 Commission thereof. 

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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 14 

(cid:208)  

Article 15 

Transposition 

1.  Member  States  shall  bring  into  force  the  laws,  regulations  and  administrative  provisions 
necessary to comply with Articles 3, 4, 5, 7, 8, 10, 12, 13 and 14 by 31 December 2006 at the 
latest. They shall forthwith communicate to the Commission the texts of those provisions and 
a correlation table between those provisions and this Directive. 

When Member States adopt those provisions, they shall contain a reference to this Directive 
or be accompanied by such a reference on the occasion of their official publication. They shall 
also  include  a  statement  that  references  in  existing  laws,  regulations  and  administrative 
provisions to the directives repealed by this Directive shall be construed as references to this 
Directive.  Member  States  shall  determine  how  such  reference  is  to  be  made  and  how  that 
statement is to be formulated. 

2.  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. 

Article 16 

Repeal 

Directive 69/355/EEC, as amended by the Directives listed in Part A of Annex II, is repealed 
with effect from 1 January 2007,  without  prejudice to  the obligations of the Member States 
relating to the time-limits for transposition into national law of the Directives set out in Part B 
of Annex II. 

References  to  the  repealed  Directive  shall  be  construed  as  references  to  this  Directive  and 
shall be read in accordance with the correlation table in Annex III. 

Article 17 

Entry into force 

This Directive shall enter into force on the twentieth day following that of its publication in 
the Official Journal of the European Union. 

Articles 1, 2, 6, 9 and 11 shall apply from 1 January 2007. 

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(cid:208) 69/335/EEC 

Article 1815 

Addressees 

This Directive is addressed to the Member States. 

Done at Brussels,  

For the Council 
The President 

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(cid:208) 69/335/EEC (adapted) 
(cid:214) new 

⌦ ANNEX I ⌫ 

⌦ LIST OF COMPANIES REFERRED TO IN ARTICLE 2(1)(a) ⌫ 

(cid:214) (1)  Companies incorporated under Council Regulation (EC) No 2157/2001 of 8 October 

2001 on the Statute for a European company (SE)17  

⌦ (2)  companies under Belgian law known as: ⌫ 

⌦ (i) société anonyme/naamloze vennootschap⌫ 

⌦ (ii)  société  en  commandite  par  actions/commanditaire  vennootschap  op 

aandelen ⌫ 

⌦ (iii)  société  privée  à  responsabilité  limitée/besloten  vennootschap  met  beperkte 

aansprakelijkheid ⌫ 

⌦ (3)  companies under Czech law known as: ⌫ 

⌦ (i) akciová společnost⌫ 

⌦ (ii) komanditní společnost ⌫ 

⌦ (iii) společnost s ručením omezeným ⌫ 

⌦ (4)  companies under Danish law known as: ⌫ 

⌦ (i) aktieselskab ⌫ 

⌦ (ii) kommandit-aktieselskab ⌫ 

⌦ (5)  companies under German law known as: ⌫ 

⌦ (i) Aktiengesellschaft ⌫ 

⌦ (ii) Kommanditgesellschaft auf Aktien ⌫ 

⌦ (iii) Gesellschaft mit beschränkter Haftung ⌫ 

(6) 

companies under Estonian law known as: 

(cid:216) new  

17 

OJ L 294, 10.11.2001, p. 1. 

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(cid:208) 69/335/EEC (adapted) 

(i) täisühing 

(ii) usaldusühing 

(iii) osaühing 

(iv) aktsiaselts 

(v) tulundusühistu 

⌦ (7)  companies under Greek law known as: ⌫ 

⌦ (i) Ανώνυμος Εταιρία ⌫ 

⌦ (ii) Ετερόρρυθμος κατά μετοχάς Εταιρία ⌫ 

⌦ (iii)Εταιρία Περιωρισμένης Ευθύνης ⌫ 

⌦ (8)  companies under Spanish law known as: ⌫  

⌦ (i) sociedad anónima⌫ 

⌦ (ii) sociedad comanditaria por acciones⌫ 

⌦ (iii) sociedad de responsabilidad limitada⌫ 

⌦ (9)  companies under French law known as: ⌫  

⌦ (i) société anonyme⌫ 

⌦ (ii) société en commandite par actions⌫ 

⌦ (iii) société à responsabilité limitée⌫ 

⌦ (10)  companies  under Irish law  known  as: companies  incorporated  with  limited  liability 

⌫ 

⌦ (11)  companies under Italian law known as: ⌫ 

⌦ (i) società per azioni⌫ 

⌦ (ii) 

società in accomandita per azioni⌫ 

⌦ (iii) 

società a responsabilità limitata⌫ 

⌦ (12) companies under Cypriot law known as: εταιρείες περιορισμένης ευθύνης⌫ 

⌦ (13) companies under Latvian law known as: kapitālsabiedrība⌫ 

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(14) 

companies under Lithuanian law known as: 

(cid:216) new 

(i) akcinė bendrovė 

(ii) uždaroji akcinė bendrovė 

(cid:208) 69/335/EEC (adapted) 

⌦ (15)  companies under Luxembourg law known as: ⌫  

⌦ (i) société anonyme⌫ 

⌦ (ii) société en commandite par actions⌫ 

⌦ (iii) société à responsabilité limitée⌫ 

⌦ (16)  companies under Hungarian law known as: ⌫ 

⌦ (i) részvénytársaság⌫ 

⌦ (ii) korlátolt felelősségű társaság⌫ 

⌦ (17)  companies under Maltese law known as: ⌫ 

⌦ (i) Kumpaniji ta' Responsabilità Limitata⌫ 

⌦ (ii) Soċjetajiet in akkomandita li l-kapital tagħhom jkun maqsum f'azzjonijiet⌫ 

(cid:208) 69/335/EEC (adapted) 
(cid:214) new 

⌦ (18)  companies under Dutch law known as: ⌫ 

⌦ (i) naamloze vennootschap⌫ 

(cid:214) (ii) besloten vennootschap met beperkte aansprakelijkheid  

⌦ (iii) open commanditaire vennootschap⌫ 

⌦ (19)  companies under Austrian law known as:⌫ 

⌦ (i) Aktiengesellschaft ⌫ 

(cid:208) 69/335/EEC (adapted) 

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⌦ (ii) Gesellschaft mit beschränkter Haftung⌫ 

⌦ (20)  companies under Polish law known as:⌫ 

⌦ (i) spółka akcyjna⌫ 

⌦ (ii) spółka z ograniczoną odpowiedzialnością⌫ 

⌦ (21)  companies under Portuguese law known as: ⌫  

⌦ (i) sociedade anónima⌫ 

⌦ (ii) sociedade em comandita por acções ⌫ 

⌦ (iii) sociedade por quotas ⌫ 

⌦ (22)  companies under Slovenian law known as:⌫ 

⌦ (i) delniška družba⌫ 

⌦ (ii) komanditna delniška družba⌫ 

⌦ (iii) družba z omejeno odgovornostjo⌫ 

⌦ (23)  companies under Slovak law known as:⌫ 

⌦ (i) akciová spoločnosť⌫ 

⌦ (ii) poločnosť s ručením obmedzeným⌫ 

⌦ (iii) komanditná spoločnosť⌫ 

⌦ (24)  companies under Finnish law known as:⌫ 

⌦ (i) osakeyhtiö - aktiebolag⌫ 

⌦ (ii) osuuskunta - andelslag⌫ 

⌦ (iii) säästöpankki - sparbank⌫ 

⌦ (iv) vakuutusyhtiö - försäkringsbolag⌫ 

⌦ (25)  companies under Swedish law known as:⌫ 

⌦ (i) aktiebolag⌫ 

⌦ (ii) försäkringsaktiebolag⌫ 

⌦ (26)  companies under the law of the United Kingdom known as: companies incorporated 

with limited liability.⌫ 

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(cid:207) 

ANNEX II 

Part A 

Repealed Directive with list of its successive amendments  
(referred to in Article 16(1))  

Council Directive 69/335/EEC 

(OJ L 249, 3.10.1969, p. 25) 

Point VI.1 of Annex I to 1972 Act of Accession 

(OJ L 73, 27.03.1972, p. 93) 

Council Directive 73/79/EEC  

(OJ L 103, 18.4.1973, p. 13) 

Council Directive 73/80/EEC  

(OJ L 103, 18.4.1973, p. 15) 

Council Directive 74/553/EEC 

(OJ L 303, 13.11.1974, p. 9) 

Point VI.1 of Annex I to 1979 Act of Accession 

(OJ L 291, 19.11.1979, p. 95) 

Council Directive 85/303/EEC 

(OJ L 156, 15.6.1985, p. 23) 

Point V.1 of Annex I to 1985 Act of Accession 

(OJ L 302, 15.11.1985, p.167) 

Point XI.B.I.1 of Annex I to 1994 Act of Accession 

(OJ C 241, 29.08.1994, p.196) 

Point 9.1 of Annex II to 2003 Act of Accession 

(OJ L 236, 23.09.2003, p.555) 

Part B 

List of time limits for transposition into national law 
(referred to in Article 16(1)) 

Directive 

Time-limits for transposition 

Council Directive 69/335/EEC 

1 January 1972 

Council Directive 73/79/EEC  

Council Directive 73/80/EEC  

Council Directive 74/553/EEC 

- 

- 

- 

Council Directive 85/303/EEC 

1 January 1986 

____________ 

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ANNEX III 

CORRELATION TABLE 

Directive 69/335/EEC 

This Directive 

Article 1 

– 

Article 2(1) 

Article 2(2) 

Article 2(3) 

Article 7 

Article 1 

Article 10(1), first subparagraph, and Article 
10(2) 

Article 10(3) 

Article 10(4),  

Article 3(1), introductory words 

Article 2(1), introductory words 

Article 3(1)(a) 

Article 3(1)(b)  

Article 3(1) (c) 

Article 3(2), first sentence 

Article 3(2), second sentence 

Article 2(1)(a) and Annex I 

Article 2(1)(b)  

Article 2(1)(c) 

Article 2(2)  

Article 9 

Article 4(1)(a)-(f) 

Article 3 (a)-(f) and Article 10(1) 

Article 4(1)(g) and (h) 

Article 5(1)(d)(ii) 

Article 4(2), first subparagraph 

Article 3 (g)-(j), Article 7(3) and Article 
10(2) 

Article 4(2), second subparagraph 

– 

Article 4(3) 

Article 5(1)(a) 

Article 5(1)(b) 

Article 5(1)(c) 

Article 5(1)(d) 

Article 5(1)(e) 

Article 5(2) 

Article 5(1)(d) 

Article 11(1) 

Article 11(2) 

Article 11(3) 

Article 11(4) 

Article 11(5) 

Article 11(6) 

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Article 5(3) 

Article 6(1) 

Article 6(2) 

Article 12(1) 

Article 12(2), first subparagraph  

Article 12(2), second and third subparagraph  

Article 7(1), first and second subparagraph 

Article 4, Article 5(1)(e)  

Repealed Article 7(1)(b) 

Repealed Article 7(1)(bb) 

Article 4(a) 

Article 4(b)  

Article 7(1), third subparagraph 

- 

Article 7(2) 

Article 7(3) 

Article 8 

- 

Article 9  

Article 10 

Article 11 

Article 12 

Article 13 

Article 14 

– 

– 

Article 15 

– 

– 

– 

Articles 7 and 8 

Article 12(3) 

Article 7(5) and Article 13, first subparagraph

Article 13, second subparagraph 

Article 14  

Article 5(1)(a)-(c) 

Article 5(2) 

Article 6 

Article 15(1) 

Article 15(2) 

Article 16 

Article 17 

Article 18 

Annex I 

Annex II 

Annex III 

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EN 

38 

   EN