Proposal for a Council Directive 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 States (Codified version)
Date: 2008-07-29
Institutions: European Commission
Subjects: codification of EU law, demerger, merger, organisation, share, tax system

EN 

EN 

   EN 

 
COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels, 29.7.2008 
COM(2008) 492 final 

2008/0158 (CNS) 

Proposal for a 

COUNCIL DIRECTIVE 

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 
States 

(Codified version) 

(presented by the Commission) 

EN 

   EN 

 
 
 
 
EXPLANATORY MEMORANDUM 

In  the  context  of  a  people’s  Europe,  the  Commission  attaches  great  importance  to 
simplifying  and  clarifying  Community  law  so  as  to  make  it  clearer  and  more 
accessible to the ordinary citizen, thus giving him new opportunities and the chance 
to make use of the specific rights it gives him. 

This aim cannot be achieved so long as numerous provisions that have been amended 
several times, often quite substantially, remain scattered, so that they must be sought 
partly  in  the  original  instrument  and  partly  in  later  amending  ones.  Considerable 
research work, comparing many different instruments, is thus needed to identify the 
current rules. 

For  this  reason  a  codification  of  rules  that  have  frequently  been  amended  is  also 
essential if Community law is to be clear and transparent. 

On  1  April  1987  the  Commission  therefore  decided1  to  instruct  its  staff  that  all 
legislative acts should be codified after no more than ten amendments, stressing that 
this  is  a  minimum  requirement  and  that  departments  should  endeavour  to  codify  at 
even  shorter  intervals  the  texts  for  which  they  are  responsible,  to  ensure  that  the 
Community rules are clear and readily understandable. 

The  Conclusions  of 
the  Edinburgh  European  Council 
(December 1992) confirmed this2, stressing the importance of codification as it offers 
certainty as to the law applicable to a given matter at a given time. 

the  Presidency  of 

Codification  must  be  undertaken  in  full  compliance  with  the  normal  Community 
legislative procedure. 

Given  that  no  changes  of  substance  may  be  made  to  the  instruments  affected  by 
codification, the European Parliament, the Council and the Commission have agreed, 
by  an  interinstitutional  agreement  dated  20  December  1994,  that  an  accelerated 
procedure may be used for the fast-track adoption of codification instruments. 

is 

this  proposal 

to  undertake  a  codification  of  Council 
The  purpose  of 
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 States3. The new Directive will 
supersede  the  various  acts  incorporated  in  it4;  this  proposal  fully  preserves  the 
content  of  the  acts  being  codified  and  hence  does  no  more  than  bringing  them 
together  with  only  such  formal  amendments  as  are  required  by  the  codification 
exercise itself. 

COM(87) 868 PV. 
See Annex 3 to Part A of the Conclusions. 
Carried out pursuant to the Communication from the Commission to the European Parliament and the 
Council – Codification of the Acquis communautaire, COM(2001) 645 final. 
Annex II, Part A of this proposal. 

1. 

2. 

3. 

4. 

1 
2 
3 

4 

EN 

2 

   EN 

                                                 
5. 

The codification proposal was drawn up on the basis of a preliminary consolidation, 
in all official languages, of Directive 90/434/EEC and the instruments amending it, 
carried out by the Office for Official Publications of the European Communities, by 
means  of  a  data-processing  system.  Where  the  Articles  have  been  given  new 
numbers,  the  correlation  between  the  old  and  the  new  numbers  is  shown  in  a  table 
contained in Annex III to the codified Directive. 

EN 

3 

   EN 

2008/0158 (CNS) 

Proposal for a 

(cid:208) 2005/19/EC Art. 1 pt. 1 

COUNCIL DIRECTIVE 

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 
States 

(cid:208) 90/434/EEC (adapted) 

THE COUNCIL OF THE EUROPEAN UNION, 

Having  regard  to  the  Treaty  establishing  the  European  Community,  and  in  particular 
Article ⌦ 94 ⌫ thereof, 

Having regard to the proposal from the Commission, 

Having regard to the opinion of the European Parliament1, 

Having regard to the opinion of the European Economic and Social Committee2, 

Whereas: 

(cid:208)  

(1) 

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  States3  has  been  substantially 
amended  several  times4.  In  the  interests  of  clarity  and  rationality  the  said  Directive 
should be codified. 

1 
2 
3 

4 

OJ C […], […], p. […]. 
OJ C […], […], p. […]. 
OJ L 225, 20.8.1990, p. 1. Directive as last amended by Directive 2006/98/EC (OJ L 363, 20.12.2006, 
p. 129).  
See Annex II, Part A. 

EN 

4 

   EN 

 
 
 
                                                 
(cid:208) 90/434/EEC Recital 1 (adapted) 

(2)  Mergers,  divisions,  ⌦ partial  divisions, ⌫  transfers  of  assets  and  exchanges  of 
shares concerning companies of different Member States may be necessary in order to 
create within the Community conditions analogous to those of an internal market and 
in  order  thus  to  ensure  the  effective  functioning  of  ⌦ such  an  internal ⌫  market. 
Such operations ought not to be hampered by restrictions, disadvantages or distortions 
arising  in  particular  from  the  tax  provisions  of  the  Member  States.  To  that  end  it  is 
necessary,  with  respect  to  such  operations, ⌦ to  provide  for ⌫  tax  rules  which  are 
neutral from the point of view of competition, in order to allow enterprises to adapt to 
the  requirements  of  the  ⌦ internal ⌫  market,  to  increase  their  productivity  and  to 
improve their competitive strength at the international level. 

(3) 

Tax  provisions  disadvantage  such  operations,  in  comparison  with  those  concerning 
companies of the same Member State. It is necessary to remove such disadvantages. 

(cid:208) 90/434/EEC Recital 2 

(4) 

It  is  not  possible  to  attain  this  objective  by  an  extension  at  Community  level  of  the 
systems in force in the Member States, since differences between these systems tend to 
produce  distortions.  Only  a  common  tax  system  is  able  to  provide  a  satisfactory 
solution in this respect. 

(cid:208) 90/434/EEC Recital 3 (adapted) 

(5) 

The  common  tax  system  ought  to  avoid  the  imposition  of  tax  in  connection  with 
mergers, divisions, ⌦ partial divisions, ⌫ transfers of assets or exchanges of shares, 
while at the same time safeguarding the financial interests of the Member State of the 
transferring ⌦ , receiving ⌫ or acquired company. 

(cid:208) 90/434/EEC Recital 4 (adapted) 

(6) 

In respect of mergers, divisions or transfers of assets, such operations normally result 
either  in  the  transformation  of  the  transferring  company  into  a  permanent 
establishment of the company receiving the assets or in the assets becoming connected 
with a permanent establishment of the latter company. 

(cid:208) 90/434/EEC Recital 5 

(cid:208) 90/434/EEC Recital 6 

(7) 

EN 

The  system  of  deferral  of  the  taxation  of  the  capital  gains  relating  to  the  assets 
transferred until their actual disposal, applied to such of those assets as are transferred 
the 
to 

that  permanent  establishment,  permits  exemption  from 

taxation  of 

5 

   EN 

 
 
 
 
 
 
corresponding capital gains, while at the same time ensuring their ultimate taxation by 
the Member State of the transferring company at the date of their disposal. 

(cid:208) 2005/19/EC Recital 12 
(adapted) 

(8)  ⌦ While ⌫ the companies ⌦ listed ⌫ in Annex I, Part A are corporate taxpayers 
in  their  Member  State  of  residence,  some  of  them  ⌦ may  be ⌫  considered  ⌦ to 
be ⌫  fiscally  transparent  by  other  Member  States.  In  order  ⌦ to  preserve  the 
effectiveness ⌫  of  this  Directive,  Member  States  treating  non-resident  corporate 
taxpayers  as  fiscally  transparent  should ⌦ grant ⌫  the  benefits  of  this  Directive  to 
them.  However,  Member  States  should  have  the  option  not  to  apply  the  relevant 
provisions  of  this  Directive  when  taxing  a  direct  or  indirect  shareholder  of  those 
taxpayers. 

(9) 

It is also necessary to define the tax regime applicable to certain provisions, reserves 
or losses of the transferring company and to solve the tax problems occurring where 
one of the two companies has a holding in the capital of the other. 

(cid:208) 90/434/EEC Recital 7 

(10)  The  allotment  to  the  shareholders  of  the  transferring  company  of  securities  of  the 
receiving or acquiring company ⌦ should ⌫ not in itself give rise to any taxation in 
the hands of such shareholders. 

(cid:208) 90/434/EEC Recital 8 (adapted) 

(cid:208) 2005/19/EC Recitals 6 and 7 
(adapted) 

(11)  ⌦ The  decision  of  an  SE  or  SCE  to  reorganise  its  business  by  transferring  its 
registered office should not be unduly hampered by tax obstacles. The transfer, or an 
event  connected  with  the  transfer,  may  give  rise  to  some  form  of  taxation  in  the 
Member State from which the office is transferred. Where the assets of the SE or of 
the SCE remain effectively connected with a permanent establishment in the Member 
State  from  which  the  registered  office  was  transferred,  that  permanent  establishment 
should enjoy benefits similar to those provided for by Articles 4, 5 and 6. Moreover, 
the  taxation  of  shareholders  on  the  occasion  of  the  transfer  of  the  registered  office 
should be excluded. ⌫ 

(12)  This  Directive  does  not  deal  with  losses  of  a  permanent  establishment  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 

(cid:208) 2005/19/EC Recital 8 

EN 

6 

   EN 

 
 
 
 
 
Member  State,  such  transfer  does  not  prevent  the  former  Member  State  of  residence 
from reinstating losses of the permanent establishment in due time. 

(cid:208) 90/434/EEC Recital 9 and 
2005/19/EC Recital 17 (adapted) 

(13) 

It  is  necessary  to  allow  Member  States  the  possibility  of  refusing  to  apply  this 
Directive  where  the  merger,  division,  ⌦ partial  division, ⌫  transfer  of  assets, 
exchange of shares ⌦ or transfer of the registered office of an SE or SCE ⌫ has as 
its  objective  tax  evasion  or  avoidance  or  results  in  a  company,  whether  or  not  it 
participates  in  the  operation,  no  longer  fulfilling  the  conditions  required  for  the 
representation of employees in company organs. 

(14)  One  of  the  aims  of  this  Directive  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  ⌦ this ⌫  Directive,  Member  States  should  take  the  necessary 
measures to achieve this aim. 

(cid:208) 2005/19/EC Recital 3 (adapted) 

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

(cid:208)  

HAS ADOPTED THIS DIRECTIVE: 

(cid:208) 90/434/EEC 

Chapter I 

General provisions 

(cid:208) 2005/19/EC Art. 1 pt. 2 

Each Member State shall apply this Directive to the following: 

Article 1 

(a) 

mergers,  divisions,  partial  divisions,  transfers  of  assets  and  exchanges  of  shares 
involving companies from two or more Member States ; 

EN 

7 

   EN 

 
 
 
 
 
(b) 

transfers of the registered office from one Member State to another Member State of 
a  European  company  (Societas  Europaea  or  SE),  as  established  in  Council 
Regulation  (EC)  No  2157/2001  5,  and  a  European  Cooperative  Society  (SCE),  as 
established in Council Regulation (EC) No 1435/2003 6. 

(cid:208) 90/434/EEC 

Article 2 

For the purposes of this Directive, the following definitions shall apply:  

(a) 

‘merger’ means an operation whereby: 

(i) 

(ii) 

one  or  more  companies,  on  being  dissolved  without  going  into  liquidation, 
transfer all their assets and liabilities to another existing company in exchange 
for the issue to their shareholders of securities representing the capital of that 
other  company,  and,  if  applicable,  a  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; 

two  or  more  companies,  on  being  dissolved  without  going  into  liquidation, 
transfer all their assets and liabilities to a company that they form, in exchange 
for the issue to their shareholders of securities representing the capital of that 
new  company,  and,  if  applicable,  a  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; 

(iii)  a company, on being dissolved without going into liquidation, transfers all its 
assets and liabilities to the company holding all the securities representing its 
capital; 

‘division’ means an operation whereby a company, on being dissolved without going 
into liquidation, transfers all its assets and liabilities to two or more existing or new 
companies,  in  exchange  for  the  pro  rata  issue  to  its  shareholders  of  securities 
representing the capital of the companies receiving the assets and liabilities, and, if 
applicable,  a  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; 

(cid:208) 2005/19/EC Art. 1 pt. 3(a) 

‘partial  division’  means  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 
capital of the companies receiving the assets and liabilities, and, if applicable, a cash 

(b) 

(c) 

5 
6 

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

EN 

8 

   EN 

 
 
                                                 
(d) 

(e) 

payment  not  exceeding  10%  of  the  nominal  value  or,  in  the  absence  of  a  nominal 
value, of the accounting par value of those securities; 

(cid:208) 90/434/EEC Art. 2(c) 

‘transfer of assets’ means an operation whereby a company transfers without being 
dissolved all or one or more branches of its activity to another company in exchange 
for  the  transfer  of  securities  representing  the  capital  of  the  company  receiving  the 
transfer; 

(cid:208) 2005/19/EC Art. 1 pt. 3(b) 

‘exchange of shares’ means 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 
securities representing the capital of the former company, and, if applicable, a cash 
payment not exceeding 10% of the nominal value, in the absence of a nominal value, 
of the accounting par value of the securities issued in exchange; 

(f) 

‘transferring  company’  means  the  company  transferring  its  assets  and  liabilities  or 
transferring all or one or more branches of its activity; 

(cid:208) 90/434/EEC Art. 2(e) 

(g) 

‘receiving company’ means the company receiving the assets and liabilities or all or 
one or more branches of the activity of the transferring company; 

(cid:208) 90/434/EEC Art. 2(f) 

(h) 

‘acquired  company’  means  the  company in which a holding is acquired by another 
company by means of an exchange of securities; 

(cid:208) 90/434/EEC Art. 2(g) 

(i) 

‘acquiring company’ means the company which acquires a holding by means of an 
exchange of securities; 

(cid:208) 90/434/EEC Art. 2(h) 

EN 

9 

   EN 

 
 
 
 
 
 
(j) 

‘branch  of  activity’  means  all  the  assets  and  liabilities  of  a  division  of  a  company 
which from an organisational point of view constitute an independent business, that 
is to say an entity capable of functioning by its own means; 

(cid:208) 90/434/EEC Art. 2(i) 

(k) 

‘transfer  of  the  registered  office’  means  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. 

(cid:208) 2005/19/EC Art. 1 pt. 3(c) 

(cid:208) 90/434/EEC (adapted) 

Article 3 

For the purposes of this Directive, ‘company from a Member State’ shall mean any company 
which: 

(a) 

(b) 

(c) 

takes one of the forms listed in Annex, I Part A; 

according  to  the  tax  laws  of  a  Member  State  is  considered  to  be  resident  in  that 
Member State for tax purposes and, under the terms of a double taxation agreement 
concluded  with  a  third  country,  is  not  considered  to  be  resident  for  tax  purposes 
outside the Community; and 

 is subject to one of the taxes ⌦ listed in Annex I, Part B ⌫, without the possibility 
of an option or of being exempt, or to any other tax which may be substituted for any 
of those taxes. 

EN 

10 

   EN 

 
 
 
(cid:208) 2005/19/EC Art. 1 pt. 5 
(adapted) 

Chapter II 

Rules applicable to mergers, divisions, partial divisions, exchanges 
of shares ⌦ and transfers of assets ⌫ 

(cid:208) 2005/19/EC Art. 1 pt. 6 

Article 4 

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. 

2. For the purpose of this Article, the following definitions shall apply: 

(a) 

(b) 

‘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 
the transferring company if such assets or liabilities had been sold at the time of the 
merger, division or partial division but independently of it; 

‘transferred  assets  and  liabilities’:  those  assets  and  liabilities  of  the  transferring 
company  which,  in  consequence  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. 

3. Where paragraph 1 applies and where a Member State considers a non-resident transferring 
company as fiscally transparent on the basis of that Member 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  Member  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. 

4.  Paragraphs  1  and  3  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 company or companies if the 
merger, division or partial division had not taken place. 

5.  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 4, 

EN 

11 

   EN 

 
 
paragraph  1  shall  not  apply  to  the  assets  and  liabilities  in  respect  of  which  that  option  is 
exercised. 

(cid:208) 90/434/EEC 

Article 5 

The  Member  States  shall  take  the  necessary  measures  to  ensure  that,  where  provisions  or 
reserves properly constituted by the transferring company 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  the  permanent  establishments  of  the 
receiving company which are situated in the Member State of the transferring company, the 
receiving company thereby assuming the rights and obligations of the transferring company. 

(cid:208) 2005/19/EC Art. 1 pt. 7 

Article 6 

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

(cid:208) 90/434/EEC 

Article 7 

1. Where the receiving company has a holding in the capital of the transferring company, any 
gains accruing to the receiving company on the cancellation of its holding shall not be liable 
to any taxation. 

(cid:208) 2005/19/EC Art. 1 pt. 8 
(adapted) 

2.  The  Member  States  may  derogate  from  paragraph  1  where  the  receiving  company  has  a 
holding of less than ⌦ 15 ⌫ % in the capital of the transferring company. 

From 1 January 2009 the minimum holding percentage shall be 10%. 

EN 

12 

   EN 

 
 
 
 
(cid:208) 2005/19/EC Art. 1 pt. 9 
(adapted) 

Article 8 

1.  On  a  merger,  division  or  exchange  of  shares,  the  allotment  of  securities  representing  the 
capital 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 
Member  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 
shareholder  on  their  share  of  the  profits  of  the  shareholder  as  and  when  those  profits  arise, 
that  Member  State  shall  not  tax  those  persons  on  income,  profits  or  capital  gains  from  the 
allotment of securities representing the capital of the receiving or acquiring company to the 
shareholder. 

4. Paragraphs 1 and 3 shall apply only if the shareholder 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. 

7. ⌦ For the purpose of ⌫ this Article, ‘value for tax purposes’ ⌦ shall ⌫ mean 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, paragraphs 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. 

EN 

13 

   EN 

 
(cid:208) 90/434/EEC (adapted) 

Articles 4, 5 and 6 shall apply to transfers of assets. 

Article 9 

Chapter III 

Special case of the transfer of a permanent establishment 

(cid:208) 2005/19/EC Art. 1 pt. 10 
(adapted) 

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 establishment. 

The  Member  State  of  the  transferring  company  may  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  Member  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  establishment  is  situated  were  the  Member  State  of  the 
transferring company. 

⌦ This  paragraph ⌫  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. 

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 
to tax any profits or capital gains of the permanent establishment resulting from the merger, 
division, partial division or transfer of 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. 

EN 

14 

   EN 

 
 
(cid:208) 2005/19/EC Art. 1 pt. 11 

Chapter IV 

Special case of transparent entities 

Article 11 

1.  Where  a  Member  State  considers  a  non-resident  transferring  or  acquired  company  to  be 
fiscally transparent on the basis of that Member State’s assessment of the legal characteristics 
of that company arising from the law under which it is constituted, it shall have the right not 
to apply the 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 Member State would have done if that tax had actually been charged and paid. 

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

4.  Where  a  Member  State  considers  a  non-resident  receiving  company  to  be  fiscally 
transparent on the basis of that Member State’s assessment of the legal characteristics of that 
company arising from the law under which it is constituted, that Member State may apply to 
any  direct  or  indirect  shareholders  the  same  treatment  for  tax  purposes  as  it  would  if  the 
receiving company were resident in that Member State. 

(cid:208) 2005/19/EC Art. 1 pt. 12 
(adapted) 

Chapter V 

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

1. Where, 

EN 

Article 12 

15 

   EN 

 
 
(a) 

(b) 

an  SE  or  an  SCE  transfers  its  registered  office  from  one  Member  State  to  another 
Member State, or 

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, 

that transfer of registered office or the cessation of residence shall not give rise to any taxation 
of capital gains, calculated in accordance with 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, in consequence, remain effectively 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. 

2. Paragraph 1 shall apply only if the SE or the SCE 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. 

3.  Where,  under  the  laws  of  ⌦ the ⌫  Member  State ⌦ from  which  the  registered  office 
was transferred ⌫, the SE or the SCE is entitled to have any new depreciation or any gains or 
losses in respect of 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. 

1. Where, 

Article 13 

(a) 

(b) 

an  SE  or  an  SCE  transfers  its  registered  office  from  one  Member  State  to  another 
Member State, or 

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, 

the  Member  States  shall  take  the  necessary  measures  to  ensure  that,  where  provisions  or 
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 transferred. 

2.  To  the  extent  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  tax  purposes,  that  Member  State  shall  allow  the  permanent  establishment, 
situated within its territory, of the SE or of the SCE transferring its registered office, to take 
over those losses of the SE or SCE which have not been exhausted for tax purposes, provided 

EN 

16 

   EN 

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. 

Article 14 

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. 

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

(cid:208) 90/434/EEC 

Chapter VI 

Final provisions 

Article 15 

(cid:208) 2005/19/EC Art. 1 pt. 13 
(adapted) 

1.  A  Member  State  may  refuse  to  apply  or  withdraw  the  benefit  of  all  or  any  part  of  the 
provisions of ⌦ Articles 4 to 14 ⌫ where it appears that ⌦ one of the operations referred 
to in Article 1 ⌫: 

(a) 

(b) 

has as its principal objective or as one of its principal objectives tax evasion or tax 
avoidance; the fact that ⌦ the ⌫ operation 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; 

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. 

2. Paragraph 1(b) shall apply as long as and to the extent that no Community law provisions 
containing equivalent rules on representation of employees on company organs are applicable 
to the companies covered by this Directive. 

(cid:208) 90/434/EEC Art. 11(2) 

EN 

17 

   EN 

 
 
 
(cid:208) 90/434/EEC Art. 12 (adapted) 

Article 16 

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

(cid:208)  

Article 17 

Directive 90/434/EEC, as amended by the acts listed in Annex II, Part A, is repealed, without 
prejudice to the obligations of the Member States relating to the time-limits for transposition 
into national law and application of the Directives set out in Annex II, Part B. 

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. 

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

Article 18 

(cid:208) 90/434/EEC Art. 13 

Article 19 

This Directive is addressed to the Member States. 

Done at Brussels, […] 

For the Council 
The President 
[…] 

EN 

18 

   EN 

 
 
 
 
 
 
(cid:208) 2005/19/EC Art. 1 pt 14 and 
Annex (adapted) 

ANNEX I 

⌦ Part A ⌫ 

LIST OF COMPANIES REFERRED TO IN ARTICLE 3(a) 

(a) 

companies  ⌦ (SE) ⌫  incorporated  under  Regulation  (EC)  No  2157/2001  and 
Council Directive 2001/86/EC1 and cooperative societies ⌦ (SCE) ⌫ incorporated 
under Regulation (EC) No 1435/2003 and Council Directive 2003/72/EC2; 

(cid:208) 2005/19/EC Art. 1 pt 14 and 
Annex 

(b) 

as 

‘société 

law  known 

aansprakelijkheid’ 

companies  under  Belgian 
anonyme’/’naamloze 
vennootschap’,  ‘société  en  commandite  par  actions’/’commanditaire  vennootschap 
op  aandelen’,  ‘société  privée  à  responsabilité  limitée’/‘besloten  vennootschap  met 
beperkte 
responsabilité 
limitée’/‘coöperatieve  vennootschap  met  beperkte  aansprakelijkheid’,  ‘société 
coopérative  à  responsabilité  illimitée’/‘coöperatieve  vennootschap  met  onbeperkte 
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; 

coopérative 

‘société 

à 

(cid:208) 2006/98/EC Art. 1 and Annex 
pt. 6(b) 

(c) 

‘събирателното  дружество’, 
law  known  as 
companies  under  Bulgarian 
‘командитното  дружество’, 
с  ограничена  отговорност’, 
‘дружеството 
‘акционерното  дружество’,  ‘командитното  дружество  с  акции’,  ‘кооперации’, 
‘кооперативни съюзи’, ‘държавни предприятия’ constituted under Bulgarian law 
and carrying on commercial activities; 

(d) 

companies  under  Czech  law  known  as  ‘akciová  společnost’,  ‘společnost  s  ručením 
omezeným’; 

(cid:208) 2005/19/EC Art. 1 pt 14 and 
Annex  

1 
2 

OJ L 294, 10.11.2001, p. 22. 
OJ L 207, 18.8.2003, p. 25. 

EN 

19 

   EN 

 
 
 
 
                                                 
(e) 

(f) 

(g) 

(h) 

(i) 

(j) 

(k) 

(l) 

companies under Danish law known as ‘aktieselskab’ and ‘anpartsselskab’ and 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’; 

law 

under 

German 

‘Aktiengesellschaft’, 
companies 
‘Kommanditgesellschaft  auf  Aktien’,  ‘Gesellschaft  mit  beschränkter  Haftung’, 
‘Versicherungsverein 
und 
Wirtschaftsgenossenschaft’,  ‘Betriebe  gewerblicher  Art  von  juristischen  Personen 
des öffentlichen Rechts’, and other companies constituted under German law subject 
to German corporate tax; 

Gegenseitigkeit’, 

‘Erwerbs- 

known 

auf 

as 

companies  under  Estonian  law  known  as  ‘täisühing’,  ‘usaldusühing’,  ‘osaühing’, 
‘aktsiaselts’, ‘tulundusühistu’; 

companies  incorporated  or  existing  under  Irish  law,  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 Greek law known as ‘αvώvυµη εταιρεία’, ‘εταιρεία περιoρισµέvης 
ευθύvης (Ε.Π.Ε.)’; 

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; 

companies  under  French  law  known  as  ‘société  anonyme’,  ‘société  en  commandite 
par  actions’,  ‘société  à  responsabilité  limitée’,  ‘sociétés  par  actions  simplifiées’, 
‘sociétés  d’assurances  mutuelles’,  ‘caisses  d’épargne  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; 

companies under Italian law known as ‘società per azioni’, ‘società in accomandita 
per  azioni’,  ‘società  a  responsabilità  limitata’,  ‘società  cooperative’,  ‘società  di 
mutua  assicurazione’,  and  private  and  public  entities  whose  activity  is  wholly  or 
principally commercial; 

(m) 

companies (‘εταιρείες’) under Cypriot law as defined in the income tax laws; 

(n) 

(o) 

(p) 

companies under Latvian law known as ‘akciju sabiedrība’, ‘sabiedrība ar ierobežotu 
atbildību’; 

companies incorporated under the law of Lithuania; 

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’, 
‘association 
d’assurances  mutuelles’,  ‘association  d’épargne-pension’,  ‘entreprise  de  nature 
commerciale,  industrielle  ou  minière  de  l’État,  des  communes,  des  syndicats  de 

EN 

20 

   EN 

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’; 

companies  under  Dutch  law  known  as  ‘naamloze  vennootschap’,  ‘besloten 
vennootschap met beperkte aansprakelijkheid’, ‘open commanditaire vennootschap’, 
‘coöperatie’,  ‘onderlinge  waarborgmaatschappij’,  ‘fonds  voor  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; 

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

companies  under  Polish  law  known  as  ‘spółka  akcyjna’,  ‘spółka  z  ograniczoną 
odpowiedzialnością’; 

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; 

(q) 

(r) 

(s) 

(t) 

(u) 

(v) 

(w) 

companies  under  Romanian  law  known  as  ‘societăţi  pe  acţiuni’,  ‘societăţi  în 
comandită pe acţiuni’, ‘societăţi cu răspundere limitată’; 

(cid:208) 2006/98/EC Art. 1 and Annex 
pt. 6(b) 

(x) 

(y) 

(z) 

(cid:208) 2005/19/EC Art. 1 pt 14 and 
Annex (adapted) 

companies  under  Slovenian  law  known  as  ‘delniška  družba’,  ‘komanditna  družba’, 
‘družba z omejeno odgovornostjo’; 

companies under Slovak law known as ‘akciová spoločnosť ’, ‘spoločnosť s ručením 
obmedzeným’, ‘komanditná spoločnosť ’; 

under 

companies 
‘osuuskunta’/‘andelslag’, 
‘vakuutusyhtiö’/‘försäkringsbolag’; 

Finnish 

law 

known 

as 
‘säästöpankki’/‘sparbank’ 

‘osakeyhtiö’/‘aktiebolag’, 
and 

(aa) 

companies  under  Swedish  law  known  as  ‘aktiebolag’,  ‘försäkringsaktiebolag’, 
‘ekonomiska föreningar’, ‘sparbanker’, ‘ömsesidiga försäkringsbolag’; 

EN 

21 

   EN 

 
 
(ab) 

companies incorporated under the law of the United Kingdom. 

⌦ Part B ⌫ 

⌦ LIST OF TAXES REFERRED TO IN ARTICLE 3(c) ⌫ 

– 

impôt des sociétés/vennootschapsbelasting in Belgium, 

(cid:208) 90/434/EEC Art. 3 pt. (c) first 
indent 

– 

корпоративен данък in Bulgaria, 

(cid:208) 2006/98/EC Art. 1 and Annex 
pt. 6(a) 

(cid:208) 2003 Act of Accession, Art. 20 
and Annex II part 9(7)(a), p. 559 

– 

daň z příjmů právnických osob in the Czech Republic, 

– 

selskabsskat in Denmark, 

– 

Körperschaftssteuer in Germany, 

– 

tulumaks in Estonia, 

– 

corporation tax in Ireland, 

(cid:208) 90/434/EEC Art. 3 pt. (c) 
second indent 

(cid:208) 90/434/EEC Art. 3 pt. (c) third 
indent 

(cid:208) 2003 Act of Accession, Art. 20 
and Annex II part 9(7)(a), p. 559 

(cid:208) 90/434/EEC Art. 3 pt. (c) 
seventh indent 

EN 

22 

   EN 

 
 
 
 
 
 
 
– 

φόρος εισοδήµατος νοµικών προσώπων κερδοσκοπικού χαρακτήρα in Greece, 

(cid:208) 90/434/EEC Art. 3 pt. (c) fourth 
indent 

– 

impuesto sobre sociedades in Spain, 

– 

impôt sur les sociétés in France, 

(cid:208) 90/434/EEC Art. 3 pt. (c) fifth 
indent 

(cid:208) 90/434/EEC Art. 3 pt. (c) sixth 
indent 

– 

imposta sul reddito delle società in Italy, 

(cid:208) 2005/19/EC Art. 1 pt. 4 

(cid:208) 2003 Act of Accession, Art. 20 
and Annex II part 9(7)(a), p. 559 

– 

– 

– 

φόρος εισοδήµατος in Cyprus, 

uzņēmumu ienākuma nodoklis in Latvia, 

pelno mokestis in Lithuania, 

– 

impôt sur le revenu des collectivités in Luxembourg, 

(cid:208) 90/434/EEC Art. 3 pt. (c) ninth 
indent 

– 

– 

társasági adó in Hungary, 

taxxa fuq l-income in Malta, 

(cid:208) 2003 Act of Accession, Art. 20 
and Annex II part 9(7)(a), p. 559 

EN 

23 

   EN 

 
 
 
 
 
 
 
– 

vennootschapsbelasting in the Netherlands, 

– 

Körperschaftssteuer in Austria, 

(cid:208) 90/434/EEC Art. 3 pt. (c) tenth 
indent 

(cid:208) 1994 Act of Accession, Art. 29 
and Annex I, Part XI(B)(2)(a), 
p. 196 

(cid:208) 2003 Act of Accession, Art. 20 
and Annex II part 9(7)(a), p. 559 

– 

podatek dochodowy od osób prawnych in Poland, 

– 

imposto sobre o rendimento das pessoas colectivas in Portugal, 

(cid:208) 90/434/EEC Art. 3 pt. (c) 
eleventh indent 

– 

impozit pe profit in Romania, 

davek od dobička pravnih oseb in Slovenia, 

daň z príjmov právnických osôb in Slovakia, 

– 

– 

– 

– 

yhteisöjen tulovero/inkomstskatten för samfund in Finland, 

statlig inkomstskatt in Sweden, 

(cid:208) 2006/98/EC Art. 1 and Annex 
pt. 6(a) 

(cid:208) 2003 Act of Accession, Art. 20 
and Annex II part 9(7)(a), p. 559 

(cid:208) 1994 Act of Accession, Art. 29 
and Annex I, Part XI(B)(2)(a), 
p. 196 

EN 

24 

   EN 

 
 
 
 
 
 
 
– 

corporation tax in the United Kingdom. 

___________

(cid:208) 90/434/EEC Art. 3 pt. (c) 
twelfth indent 

EN 

25 

   EN 

 
(cid:207) 

ANNEX II 

Part A 

Repealed Directive with list of its successive amendments 
(referred to in Article 17) 

Council Directive 90/434/EEC 
(OJ L 225, 20.8.1990, p. 1) 

Point XI(B)(I)(2) of Annex I to the 1994 Act of 
Accession 
(OJ C 241, 29.8.1994, p. 196)  

Point 9.7 of Annex II to the 2003 Act of Accession 
(OJ L 236, 23.9.2003, p. 559) 

Council Directive 2005/19/EC 
(OJ L 58, 4.3.2005, p. 19) 

Council Directive 2006/98/EC 
(OJ L 363, 20.12.2006, p. 129) 

Annex, point 6 only 

Part B 

List of time-limits for transposition into national law and application 
(referred to in Article 17) 

Directive 

Time-limit for transposition 

Date of application  

1 January 19931 

90/434/EEC 

2005/19/EC 

1 January 1992 

1 January 20062 

1 January 20073 

2006/98/EC 

1 January 2007 

_____________ 

1 
2 
3 

Applicable to the Portuguese Republic only. 
As regards the provisions referred to in Article 2(1) of the Directive. 
As regards the provisions referred to in Article 2(2) of the Directive. 

EN 

26 

   EN 

 
 
 
 
 
 
 
                                                 
ANNEX III 

CORRELATION TABLE 

Directive 90/434/EEC 

This Directive 

Article 1 

Article 2(a) first indent 

Article 2(a) second indent 

Article 1 

Article 2(a)(i) 

Article2(a)(ii) 

Article 2(a) third indent 

Article 2(a)(iii) 

Article 2(b) 

Article 2(b)(a) 

Article 2(c) 

Article 2(d) 

Article 2(e) 

Article 2(f) 

Article 2(g) 

Article 2(h) 

Article 2(i) 

Article 2(j) 

Article 3(a) 

Article 3(b) 

Article  3(c),  introductory  phrase  of  the  first 
subparagraph and second subparagraph 

Article 2(b) 

Article 2(c) 

Article 2(d) 

Article 2(e) 

Article 2(f) 

Article 2(g) 

Article 2(h) 

Article 2(i) 

Article 2(j) 

Article 2(k) 

Article 3(a) 

Article 3(b) 

Article 3(c) 

Article  3(c),  first  subparagraph,  first 
twenty-seventh indents 

to 

Annex I, Part B 

Article 4(1) first subparagraph 

Article 4(1) second subparagraph 

Article 4(2) 

Article 4(3) 

Article 4(1) 

Article 4(2) 

Article 4(3) 

Article 4(4) 

EN 

27 

   EN 

Article 4(4) 

Articles 5 and 6 

Article 7(1) 

Article 4(5) 

Articles 5 and 6 

Article 7(1) 

Article 7(2), first subparagraph 

Article 7(2), first subparagraph 

Article  7(2),  second  subparagraph, 
sentence 

first 

- 

Article  7(2),  second  subparagraph,  second 
sentence 

Article 7(2), second subparagraph 

Articles 8, 9 and 10 

Articles 8, 9 and 10 

Article 10a 

Article 10b 

Article 10c 

Article 10d 

Article 11 

Article 12(1) 

Article 12(2) 

Article 12(3) 

- 

- 

Article 13 

Annex 

- 

- 

Article 11 

Article 12 

Article 13  

Article 14 

Article 15 

- 

- 

Article 16 

Article 17 

Article 18 

Article 19 

Annex I, Part A 

Annex II 

Annex III 

_____________ 

EN 

28 

   EN