Proposal for a Council Directive on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (Codified version)
Date: 2008-11-06
Institutions: European Commission
Subjects: corporation tax, parent company, subsidiary, tax on profits of self-employment, tax system

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COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels, 6.11.2008 
COM(2008) 691 final 

2008/0206 (CNS) 

Proposal for a 

COUNCIL DIRECTIVE 

on the common system of taxation applicable in the case of parent companies and 
subsidiaries of different Member States 

(Codified version) 

(presented by the Commission) 

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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 90/435/EEC of 23 July 1990 on the common system of taxation applicable 
in  the  case  of  parent  companies  and  subsidiaries  of  different  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. 

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5. 

The codification proposal was drawn up on the basis of a preliminary consolidation, 
in all official languages, of Directive 90/435/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. 

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(cid:208) 90/435/EEC (adapted) 

2008/0206 (CNS) 

Proposal for a 

COUNCIL DIRECTIVE 

on the common system of taxation applicable in the case of parent companies and 
subsidiaries of different Member States 

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)  

Council  Directive  90/435/EEC  of  23  July  1990  on  the  common  system  of  taxation 
applicable  in  the  case  of  parent  companies  and  subsidiaries  of  different  Member 
States3  has  been  substantially  amended  several  times4.  In  the  interests  of  clarity  and 
rationality the said Directive should be codified. 

(cid:208) 90/435/EEC Recital 1 (adapted) 

The grouping together of 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.  It  is 

OJ C […], […], p. […]. 
OJ C […], […], p. […]. 
OJ L 225, 20.8.1990, p. 6. Directive as last amended by Directive 2006/98/CE (OJ L 363, 20.12.2006, 
p. 129). 
See Annex II, Part A. 

(1) 

(2) 

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therefore necessary, with respect to such grouping together of companies of different 
Member  States,  ⌦ 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) 

Such grouping together may result in the formation of groups of parent companies and 
subsidiaries. 

(cid:208) 90/435/EEC Recital 2 

(cid:208) 90/435/EEC Recital 3 (adapted) 

(4)  ⌦ Before  entry  into  force  of  Directive  90/435/EEC, ⌫  the  tax  provisions  which 
⌦ governed ⌫ the relations between parent companies and subsidiaries of different 
Member  States  ⌦ varied ⌫  appreciably  from  one  Member  State  to  another  and 
⌦ were ⌫  generally  less  advantageous  than  those  applicable  to  parent  companies 
and  subsidiaries  of  the  same  Member  State.  Cooperation  between  companies  of 
different  Member  States  ⌦ was ⌫  thereby  disadvantaged  in  comparison  with 
cooperation between companies of the same Member State. It ⌦ was ⌫ necessary to 
eliminate ⌦ that ⌫ disadvantage by the introduction of a common system in order to 
facilitate the grouping together ⌦ at Community level ⌫ of companies.  

(cid:208) 90/435/EEC Recital 4 

(5)  Where  a  parent  company  by  virtue  of  its  association  with  its  subsidiary  receives 
distributed  profits,  the  State  of  the  parent  company  must  either  refrain  from  taxing 
such profits, or tax such profits while authorising the parent company to deduct from 
the amount of tax due that fraction of the corporation tax paid by the subsidiary which 
relates to those profits. 

(6) 

It is furthermore necessary, in order to ensure fiscal neutrality, that the profits which a 
subsidiary distributes to its parent company be exempt from withholding tax. 

(cid:208) 90/435/EEC Recital 5 (adapted) 

(cid:208) 2003/123/EC Recital 8 

(7) 

The payment of profit distributions to, and their receipt by, a permanent establishment 
of a parent company should give rise to the same treatment as that applying between a 
subsidiary  and  its  parent.  This  should  include  the  situation  where  a  parent  company 
and its subsidiary are in the same Member State and the permanent establishment is in 
another  Member  State.  On  the  other  hand,  it  appears  that  situations  where  the 
permanent  establishment  and  the  subsidiary  are  situated  in  the  same  Member  State, 

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can, without prejudice to the application of the Treaty principles, be dealt with on the 
basis of national legislation by the Member State concerned. 

(8) 

In relation to the treatment of permanent establishments Member States may need to 
determine  the  conditions  and  legal  instruments  in  order  to  protect  the  national  tax 
revenue  and  fend  off  circumvention  of  national  laws,  in  accordance  with  the  Treaty 
principles and taking into account internationally accepted tax rules. 

(cid:208) 2003/123/EC Recital 9 

(cid:208) 2003/123/EC Recital 10 

(9)  When  corporate  groups  are  organised  in  chains  of  companies  and  profits  are 
distributed  through  the  chain  of  subsidiaries  to  the  parent  company,  double  taxation 
should  be  eliminated  either  by  exemption  or  tax  credit.  In  the  case  of  tax  credit  the 
parent company should be able to deduct any tax paid by any of the subsidiaries in the 
chain provided that the requirements set out in this Directive are met. 

(10)  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, 

(cid:208)  

(cid:208) 90/435/EEC 

HAS ADOPTED THIS DIRECTIVE: 

1. Each Member State shall apply this Directive: 

Article 1 

(a) 

(b) 

(c) 

to distributions of profits received by companies of that State which come from their 
subsidiaries of other Member States; 

to distributions of profits by companies of that State to companies of other Member 
States of which they are subsidiaries; 

to distributions of profits received by permanent establishments situated in that State 
of  companies  of  other  Member  States  which  come  from  their  subsidiaries  of  a 
Member State other than that where the permanent establishment is situated; 

(cid:208) 2003/123/EC Art. 1 pt. 1 

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(d) 

to  distributions  of  profits  by  companies  of  that  State  to  permanent  establishments 
situated in another Member State of companies of the same Member State of which 
they are subsidiaries. 

2. This Directive shall not preclude the application of domestic or agreement-based provisions 
required for the prevention of fraud or abuse. 

(cid:208) 90/435/EEC (adapted) 

Article 2 

For the purposes of this Directive ⌦ the following definitions shall apply: ⌫  

(a) 

“company of a Member State” means any company which: 

(i) 

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

(ii) 

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

(iii)  moreover,  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; 

(cid:208) 2003/123/EC Art. 1 pt. 2, 
second part  

(b) 

“permanent  establishment”  means  a  fixed  place  of  business  situated  in  a  Member 
State through which the business of a company of another Member State is wholly or 
partly carried on in so far as the profits of that place of business are subject to tax in 
the Member State in which it is situated by virtue of the relevant bilateral tax treaty 
or, in the absence of such a treaty, by virtue of national law; 

(c) 

“subsidiary” means that company the capital of which includes the holding referred 
to in points (a) and (b) of Article 3(1). 

(cid:208) 2003/123/EC Art. 1 pt. 3 
(adapted) 

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Article 3 

1.  For  the  purposes  of  applying  this  Directive  ⌦ the  status  of  parent  company  shall  be 
attributed ⌫: 

(a) 

(b) 

at  least  to  any  company  of  a  Member  State  which  fulfils  the  conditions  set  out  in 
Article 2 and has a minimum holding of ⌦ 15 ⌫ % in the capital of a company of 
another Member State fulfilling the same conditions;  

under the same conditions, to a company of a Member State which has a minimum 
holding of ⌦ 15 ⌫ % in the capital of a company of the same Member State, held 
in whole or in part by a permanent establishment of the former company situated in 
another Member State.  

From 1 January 2009 the minimum holding percentage ⌦ referred to in points (a) and (b) ⌫ 
shall be 10%. 

(cid:208) 90/435/EEC 

2. By way of derogation from paragraph 1, Member States shall have the option of: 

(a) 

(b) 

replacing, by means of bilateral agreement, the criterion of a holding in the capital by 
that of a holding of voting rights; 

not  applying  this  Directive  to  companies  of  that  Member  State,  which  do  not 
maintain for an uninterrupted period of at least two years holdings qualifying them as 
parent  companies,  or  to  those  of  their  companies  in  which  a  company  of  another 
Member  State  does  not  maintain  such  a  holding  for  an  uninterrupted  period  of  at 
least two years. 

Article 4 

(cid:208) 2003/123/EC Art. 1 pt. 4(a) 
(adapted) 

1. Where a parent company or its permanent establishment, by virtue of the association of the 
parent  company  with  its  subsidiary,  receives  distributed  profits,  the  State  of  the  parent 
company  and  the  State  of  its  permanent  establishment  shall,  except  when  the  subsidiary  is 
liquidated, either: 

(a) 

(b) 

refrain from taxing such profits; or 

tax  such  profits  while  authorising  the  parent  company  and  the  permanent 
establishment to deduct from the amount of tax due that fraction of the corporation 
tax related to those profits and paid by the subsidiary and any lower-tier subsidiary, 
subject  to  the  condition  that  at  each  tier  a  company  and  its  lower-tier  subsidiary 

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⌦ fall  within  the  definitions  laid  down  in  Article  2  and ⌫  meet  the  requirements 
provided for in Article 3, up to the limit of the amount of the corresponding tax due.  

(cid:208) 2003/123/EC Art. 1 pt. 4(b) 
(adapted) 

2. Nothing in this Directive shall prevent the State of the parent company from considering a 
subsidiary  to  be  fiscally  transparent  on  the  basis  of  that  State's  assessment  of  the  legal 
characteristics  of  that  subsidiary  arising  from  the  law  under  which  it  is  constituted  and 
therefore from taxing the parent company on its share of the profits of its subsidiary as and 
when those profits arise. In this case the State of the parent company shall refrain from taxing 
the distributed profits of the subsidiary. 

When  assessing  the  parent  company's  share  of  the  profits  of  its  subsidiary  as  they  arise  the 
State of the parent company shall either exempt those profits or authorise the parent company 
to deduct from the amount of tax due that fraction of the corporation tax related to the parent 
company's share of profits and paid by its subsidiary and any lower-tier subsidiary, subject to 
the  condition  that  at  each  tier  a  company  and  its  lower-tier  subsidiary  ⌦ fall  within  the 
definitions laid down in Article 2 and ⌫ meet the requirements provided for in Article 3, up 
to the limit of the amount of the corresponding tax due. 

(cid:208) 90/435/EEC (adapted) 
(cid:206)1 2003/123/EC Art. 1 pt. 4(c) 

3.  ⌦ In  applying  paragraphs  1  and  2 ⌫  each  Member  State  shall  retain  the  option  of 
providing  that  any  charges  relating  to  the  holding  and  any  losses  resulting  from  the 
distribution of the profits of the subsidiary may not be deducted from the taxable profits of the 
parent company. 

Where the management costs relating to the holding in such a case are fixed as a flat rate, the 
fixed amount may not exceed 5 % of the profits distributed by the subsidiary. 

4. (cid:206)1 Paragraphs 1, 2 ⌦ and 3 ⌫ shall apply until the date of effective entry into force of a 
common system of company taxation.  

5. The Council shall at the appropriate time adopt the rules to apply  after  the ⌦ entry into 
force of a common system of company taxation ⌫. 

Article 5 

Profits which a subsidiary distributes to its parent company shall be exempt from withholding 
tax. 

(cid:208) 2003/123/EC Art. 1 pt. 5(a) 

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(cid:208) 90/435/EEC 

Article 6 

The Member State of a parent company may not charge withholding tax on the profits which 
such a company receives from a subsidiary. 

Article 7 

1. The term “withholding tax” as used in this Directive shall not cover an advance payment or 
prepayment  (précompte)  of  corporation  tax  to  the  Member  State  of  the  subsidiary  which  is 
made in connection with a distribution of profits to its parent company. 

2. This Directive  shall not  affect the application of domestic or agreement-based provisions 
designed  to  eliminate  or  lessen  economic  double  taxation  of  dividends,  in  particular 
provisions relating to the payment of tax credits to the recipients of dividends. 

(cid:208) 90/435/EEC (adapted) 

Article 8 

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 9 

Directive 90/435/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 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 10 

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(cid:208) 90/435/EEC Art. 9 

Article 11 

This Directive is addressed to the Member States. 

Done at Brussels, […] 

For the Council 
The President 
[…] 

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(cid:208) 2006/98/EC Art. 1 and 
Annex pt. (7)(b) (adapted) 

ANNEX I 

⌦ Part A ⌫ 

LIST OF COMPANIES REFERRED TO IN ARTICLE 2(a)(i) 

companies 
incorporated  under  Council  Regulation  (EC)  No  2157/2001  of 
8 October 2001  on  the  Statute  for  a  European  company  (SE)1  and  Council 
Directive 2001/86/EC  of  8  October  2001  supplementing  the  Statute  for  a  European 
company  with  regard  to  the  involvement  of  employees2  and  cooperative  societies 
incorporated under Council Regulation (EC) No  1435/2003  of  22  July  2003 on the 
and  Council 
Statute 
Directive 2003/72/EC  of  22 July 2003  supplementing  the  Statute  for  a  European 
Cooperative Society with regard to the involvement of employees4, 

a  European  Cooperative  Society 

(SCE)3 

for 

aansprakelijkheid”, 

law  known  as  “société  anonyme”/“naamloze 
companies  under  Belgian 
vennootschap”,“société  en  commandite  par  actions”/“commanditaire  vennootschap 
op  aandelen”,  “société  privée  à  responsabilité  limitée”/“besloten  vennootschap  met 
responsabilité 
beperkte 
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 Belgian corporate tax, 

coopérative 

“société 

à 

law  known  as:  „събирателно  дружество“, 
companies  under  Bulgarian 
„командитно дружество“, „дружество с ограничена отговорност“, „акционерно 
дружество“, 
„неперсонифицирано 
дружество“,  „кооперации“,  „кооперативни  съюзи“,  „държавни  предприятия“ 
constituted under Bulgarian law and carrying on commercial activities, 

„командитно  дружество 

акции“, 

с 

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

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

(a) 

(b) 

(c) 

(d) 

(e) 

1 
2 
3 
4 

OJ L 294, 10.11.2001, p. 1. 
OJ L 294, 10.11.2001, p. 22. 
OJ L 207, 18.8.2003, p. 1. 
OJ L 207, 18.8.2003, p. 25. 

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(f) 

(g) 

(h) 

(i) 

(j) 

(k) 

(l) 

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 “ανώνυµη εταιρεία”,·“εταιρεία περιορισµένης 
ευθύνης (Ε.Π.Ε.)”·and other companies constituted under Greek law subject to Greek 
corporate tax, 

law  known  as:  “sociedad  anónima”,  “sociedad 
companies  under  Spanish 
comanditaria  por  acciones”,  “sociedad  de  responsabilidad  limitada”,  public  law 
bodies which operate under private law. Other entities constituted under Spanish law 
subject to Spanish corporate tax (“Impuesto sobre Sociedades”), 

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 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) 

under Cypriot law: “εταιρείες” 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'Etat,  des  communes,  des  syndicats  de 
communes,  des  établissements  publics  et  des  autres  personnes  morales  de  droit 
public”,  and  other  companies  constituted  under  Luxembourg  law  subject  to 
Luxembourg corporate tax, 

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(q) 

(r) 

(s) 

(t) 

(u) 

(v) 

(w) 

(x) 

(y) 

(z) 

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

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

beperkte 

companies  under  Dutch  law  known  as  “naamloze  vennnootschap”,  “besloten 
commanditaire 
vennootschap  met 
vennootschap”,  “coöperatie”,  “onderlinge  waarborgmaatschappij”,  “fonds  voor 
gemene  rekening”,  “vereniging  op  coöperatieve  grondslag”,  “vereniging  welke  op 
onderlinge  grondslag  als  verzekeraar  of  kredietinstelling  optreedt”,  and  other 
companies constituted under Dutch law subject to Dutch corporate tax, 

aansprakelijkheid”, 

“open 

companies  under  Austrian  law  known  as  “Aktiengesellschaft”,  “Gesellschaft  mit 
beschränkter  Haftung”,  “Versicherungsvereine  auf  Gegenseitigkeit”,  “Erwerbs-  und 
Wirtschaftsgenossenschaften”,  “Betriebe  gewerblicher  Art  von  Körperschaften  des 
öffentlichen Rechts”, “Sparkassen”, and other companies constituted under Austrian 
law subject to Austrian corporate tax, 

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

commercial  companies  or  civil  law  companies  having  a  commercial  form  and 
cooperatives  and  public  undertakings  incorporated  in  accordance  with  Portuguese 
law, 

companies  under  Romanian  law  known  as:  “societăţi  pe  acţiuni”,  “societăţi  în 
comandită pe acţiuni”, “societăţi cu răspundere limitată”, 

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”, 

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

(aa) 

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

(ab) 

companies incorporated under the law of the United Kingdom. 

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⌦ Part B ⌫ 

⌦ LIST OF TAXES REFERRED TO IN ARTICLE 2(a)(iii) ⌫ 

– 

impôt des sociétés/vennootschapsbelasting in Belgium, 

(cid:208) 90/435/EEC Art. 2(c) first 
indent 

– 

корпоративен данък in Bulgaria, 

(cid:208) 2006/98/EC Art. 1 and Annex 
pt 7(a) 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

– 

daň z příjmů právnických osob in the Czech Republic, 

– 

selskabsskat in Denmark, 

– 

Körperschaftssteuer in Germany, 

– 

tulumaks in Estonia, 

– 

corporation tax in Ireland, 

(cid:208) 90/435/EEC Art. 2(c) second 
indent 

(cid:208) 90/435/EEC Art. 2(c) third 
indent 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

(cid:208) 90/435/EEC Art. 2(c) seventh 
indent 

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15 

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– 

φόρος εισοδήµατος νοµικών προσώπων κερδοσκοπικού χαρακτήρα in Greece, 

(cid:208) 90/435/EEC Art. 2(c) fourth 
indent 

– 

impuesto sobre sociedades in Spain, 

– 

impôt sur les sociétés in France, 

(cid:208) 90/435/EEC Art. 2(c) fifth 
indent 

(cid:208) 90/435/EEC Art. 2(c) sixth 
indent 

(cid:208) 90/435/EEC Art. 2(c) eighth 
indent 

– 

imposta sul reddito delle persone giuridiche in Italy, 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

– 

– 

– 

φόρος εισοδήµατος in Cyprus, 

uzņēmumu ienākuma nodoklis in Latvia, 

pelno mokestis in Lithuania, 

– 

impôt sur le revenu des collectivités in Luxembourg, 

(cid:208) 90/435/EEC Art. 2(c) ninth 
indent 

– 

– 

társasági adó, osztalékadó in Hungary, 

taxxa fuq l-income in Malta, 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

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16 

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– 

vennootschapsbelasting in the Netherlands, 

– 

Körperschaftssteuer in Austria, 

(cid:208) 90/435/EEC Art. 2(c) tenth 
indent 

(cid:208) 1994 Act of Accession Art. 29 
and Annex I, p. 196 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

– 

podatek dochodowy od osób prawnych in Poland, 

– 

imposto sobre o rendimento das pessoas colectivas in Portugal, 

(cid:208) 90/435/EEC Art. 2(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. 7(a) 

(cid:208) 2003 Act of Accession Art. 20 
and Annex II, pt. 8, p. 560 

(cid:208) 1994 Act of Accession Art. 29 
and Annex I, p. 196 

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– 

corporation tax in the United Kingdom. 

________________ 

(cid:208) 90/435/EEC Art. 2(c) twelfth 
indent 

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(cid:207) 

ANNEX II 

Part A 

Repealed Directive with list of its successive amendments 
(referred to in Article 9) 

Council Directive 90/435/EEC 
(OJ L 225, 20.8.1990, p. 6) 

Point XI.B.I.3 of Annex I to the 1994 Act of Accession 
(OJ C 241, 29.8.1994, p. 196) 

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

Point  9.8  of  Annex  II  to  the  2003  Act  of  Accession
(OJ L 236, 23.9.2003, p. 555) 

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

Annex, point 7 only 

Part B 

List of time-limits for transposition into national law 
(referred to in Article 9) 

Directive 

Time-limit for transposition 

90/435/EEC 

2003/123/EC 

2006/98/EC 

31 December 1991 

1 January 2005 

1 January 2007 

_____________ 

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ANNEX III 

CORRELATION TABLE 

Directive 90/435/EEC 

This Directive 

Article 1(1) first to fourth indents 

Article 1(1)(a) to (d) 

Article 1(2) 

Article 1(2) 

Article  2(1)  first  part  of  the  introductory 
phrase 

Article 2 introductory phrase  

Article  2(1)  second  part  of  the  introductory 
phrase 

Article 2(a) 

Article 2(1) (a) 

Article 2(1) (b) 

Article 2(1) (c) introductory phrase of the first 
subparagraph, and second subparagraph  

Article 2(a) (i) 

Article 2(a) (ii) 

Article 2(a) (iii) 

Article  2(1)(c),  first  subparagraph,  first  to 
twenty-seventh indents 

Annex  I,  Part  B,  first  to  twenty-seventh 
indents 

Article 2(2) 

Article 2(b) 

Article 3(1) introductory phrase and point (a) 
initial words 

Article  3(1)  first  subparagraph,  introductory 
phrase 

Article 3(1)(a) first subparagraph 

Article 3(1)(a) 

Article 3(1)(a) second subparagraph 

Article 3(1) b) 

Article 3(1)(a) third subparagraph 

- 

Article 3(1)(a) fourth subparagraph 

Article 3(1) second subparagraph 

Article 3(1)(b) 

Article 2(c) 

Article 3(2) first and second indents 

Article 3 (2)(a) and (b) 

Article 4(1) first and second indents 

Article 4(1)(a) and (b) 

Article 4(1a) 

Article 4(2) 

Article 4(2) first sentence 

Article 4(3) first subparagraph 

Article 4(2) second sentence 

Article 4(3) second subparagraph 

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Article 4(3) first subparagraph 

Article 4(3) second subparagraph 

Article 4(4) 

Article 4(5) 

Articles 5, 6 and 7 

Articles 5, 6 and 7 

Article 8(1) 

Article 8(2) 

- 

- 

Article 9 

Annex 

- 

- 

- 

Article 8 

Article 9 

Article 10 

Article 11 

Annex I, Part A 

Annex II 

Annex III 

_____________ 

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